The following are the terms and conditions for use of the “clickguardian.co.uk” service described herein. This is a service provided by Click Guardian under the clickguardian.co.uk website that will be referred to as (“clickguardian.co.uk, “we”, “us”), and the service provided at clickguardian.co.uk and protection. Clickguardian.co.uk will be hereafter referred to as “clickguardian.co.uk” or “the Service”. Please read these terms carefully. By completing the registration process and/or using the service, you are stating that you are eligible for an account and that you agree to be bound by all of the terms and conditions of these terms of service (“AGREEMENT”). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.
“Account”: refers to the billing account for the Service.
"Customer Data”: means the data about the characteristics and activity of visitors to your website collected by use of the Client Code or Tracking Template which is stored on the Servers and analysed by the Processing Software. Including data considered to be Personal Data under the GDPR.
“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.
"Click Fraud”: is a type of activity 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.
“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.
"Client Code”: means the proprietary clickguardian.co.uk code which is installed on a web page for the purpose of collecting Customer Data, together with any fixes or upgrades provided by you.
“Conversion”: also referred to as "goal" in the Reports, means the data recorded by use of the Client Code placed on specific portions of your website you have identified as of special interest, such as when a purchase has been made.
"Processing Software”: means the proprietary ClickGuardian.co.uk Software and any all upgrades to such, which analyses the Customer Data and generates the Reports.
“Report”: means the resulting analysis shown at ClickGuardian.co.uk (or such other URL the Service may provide) including stored clicks and conversion data.
“Servers”: means the servers controlled by ClickGuardian.co.uk upon which the Customer Data is stored and analysed to provide the Reports.
“Software": means the Client Code and the service software which produces the reports.
“Subscription”: means the billing terms agreed upon for your Account, between you and clickguardian.co.uk.
“GDPR”: means the General Data Protection Regulation (EU) 2016/679.
To register for the Service, you must complete the registration process by providing clickguardian.co.uk with current, complete and accurate information as prompted by the registration form, including your e-mail address and password. You will at all times be responsible for maintaining the security of your account and password: you should protect your passwords and are fully responsible for your own and third party use of your accounts. clickguardian.co.uk cannot and will not be liable for any loss and/or damage resulting from your failure to comply with this security obligation.
Clickguardian.co.uk, in its sole discretion, may accept or reject for any reason any person as a User of the Service.
You may not use the Service for any illegal or unauthorised 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 clickguardian.co.uk immediately upon learning of any unauthorised use of your Account or any other breach of security.
From time to time, clickguardian.co.uk 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.
Non Exclusive License
Clickguardian.co.uk hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the Software solely as necessary to use the Service for one or more web pages that you 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 at protection.clickguardian.co.uk (or such other URL clickguardian.co.uk may provide). 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.
You will not, nor will you allow any third party to: (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Client Code, the Processing Software, the documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software.
You will use the Software, Service and Reports solely for your own internal use, 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. 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 clickguardian.co.uk within 3 business days of termination and cease any further use of the Service without the express written consent of clickguardian.co.uk.
You hereby allow ClickGuardian.co.uk to collect, store and process your Customer Data. The Customer Data may include one or more cookies that clickguardian.co.uk uses to differentiate between users. clickguardian.co.uk may examine Customer Data to provide you with technical support or to improve the Service.
The collection and processing of your Customer Data will include IP addresses as used by the software to prevent click fraud. These IP addresses may be shared globally throughout users of the software. The IP addresses identified as Click Fraud will be stored by us indefinitely after termination of this agreement. You must have end-user policies in place reflecting this.
To maintain the integrity of our software and its usage you agree that your website will operate in compliance with the GDPR and will only provide us with data to process that has been compliantly obtained.
When this is done, it is subject to agreements that oblige those parties to process such information only on clickguardian.co.uk's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.
Unless you notify ClickGuardian.co.uk otherwise in writing, clickguardian.co.uk may identify you as a valued customer and optionally issue a press release that discloses that you are using the Service.
Information rights will be protected and enforced inline with the GDPR via the Data Protection Officer of Click Guardian (Heavyweight Digital Ltd) at full cost to us.
Billing, Upgrades and Downgrades, Cancellation
We use various billing service providers. When using such provider's services, you agree to follow and comply with the policies of such provider.
The clickguardian.co.uk Services may be purchased on a periodic subscription basis under which payment is prepaid. Subscription Service will be automatically renewed and your credit card (or other payment method account) will be charged every month without further authorisation from you.
You are responsible for paying any applicable fees and applicable taxes associated with the Service in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.K. Pounds (GBP). You agree to pay for all services that you purchase through the Service, and we may charge your selected payment method or send you an invoice for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify clickguardian.co.uk if your selected payment method is cancelled (e.g., for loss or theft).
You are responsible for all charges incurred under your Account, as well as charges incurred by Accounts associated with or created through your Account, by you or anyone who uses your Account (including your co-workers, colleagues, team-members, etc.). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your Account, as well as Accounts associated with or created through your Account, may be deactivated without notice to you if payment is past due, regardless of the amount. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Service, including, but not limited to, sales, use, or value-added taxes.
Clickguardian.co.uk may offer different service levels at various monthly rates. Should you upgrade or downgrade your service level, the price of the chosen service level will be charged in subsequent monthly periods.
If you exceed the limits of your service level, your account will be upgraded to a service level which accommodates your usage, and the price of this service level will be charged in subsequent monthly periods.
All fees are paid in advance and are not refundable.
You are solely responsible for properly cancelling your account. You can cancel your Professional, Professional Premium or Professional+ account at any time by contacting clickguardian.co.uk by e-mail at [email protected]. Your request must be received at least 24 hours prior to your subscription renewal date, or the cancellation will not be effective until the following month. You can cancel your Agency account at any time by contacting clickguardian.co.uk by e-mail at [email protected]. Your request must be received at least 30 days prior to your subscription renewal date, or the cancellation will not be effective until the following month.
All Customer Data and Reports may be immediately deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
If you cancel your Account before the end of the current paid period, your cancellation will take effect immediately.
Clickguardian.co.uk, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Service. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Customer Data and Reports in your Account.
Upon cancellation, you are solely responsible for the removal of any Click Guardian tracking codes or tracking templates that have been installed.
As part of our commitment to providing an excellent and reliable service, Click Guardian applies a Fair Usage Policy to its service. The Fair Usage Policy applied to all active accounts allows Click Guardian to measure traffic levels, bandwidth, email notifications and other usage metrics. Should a client exceed or be highlighted as exceeding what is considered fair usage, the client will be contacted in the first instance by email. We reserve the right to cancel any account that is deemed to breach what Click Guardian defines fair usage. Click Guardian will normally provide an alternative suggestion to ring-fence resources which may attract increased costs. Click Guardian will never automatically upgrade an account.
You agree to indemnify, hold harmless and defend clickguardian.co.uk, at your expense, any and all third-party claims, actions, proceedings, and suits brought against clickguardian.co.uk 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 clickguardian.co.uk or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service, (iii) your violations of applicable laws, rules or regulations in connection with the Service, or (iv) your Brand Features. In such a case, clickguardian.co.uk will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defence of any claim. clickguardian.co.uk reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.
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 authorised to do so by clickguardian.co.uk, the terms of this Section shall apply to you.
If you use the Service on behalf of any Third Party, you represent and warrant that (a) you are authorised 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.
You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. clickguardian.co.uk 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 clickguardian.co.uk, the Service, the Software or the Reports, or use thereof. You agree to indemnify, hold harmless and defend clickguardian.co.uk, at your expense, against any and all third-party claims, actions, proceedings, and suits brought against clickguardian.co.uk 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 clickguardian.co.uk, 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.
Disclaimer of Warranties
The information and services included in or available through the Service, including the Reports, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. clickguardian.co.uk and/or its respective suppliers may make improvements and/or changes in the Service or Software at any time, with or without notice. clickguardian.co.uk does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, the Software or any other software on the Server are free of viruses or other harmful components. You specifically agree that clickguardian.co.uk shall not be responsible for unauthorised access to or alteration of the Customer Data or data from your Website. Clickguardian.co.uk does not guarantee storage of Customer Data. Storage space allocated to you is subject to agreement with clickguardian.co.uk or the amount of available space.
Some of the services may include automatic IP insertion to your Adwords exclusion list in your Adwords campaign(s). clickguardian.co.uk will not held responsible for any data lose or damage of any kind as a result of this.
clickguardian.co.uk does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond clickguardian.co.uk's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where clickguardian.co.uk or your servers are located or co-located. Complete accuracy in all aspects of your Statistics at all times also is not guaranteed.
THE SERVICE, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY clickguardian.co.uk, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE SOFTWARE, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. ClickGuardian.co.uk DOES NOT WARRANT THAT THE SERVICE, THE SOFTWARE OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION
Disclaimer of Warranties
ClickGuardian.co.uk 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 clickguardian.co.uk 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.
Clickguardian.co.uk 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 in some cases e-mails, 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.
Clickguardian.co.uk'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 £100.
Notice of Proprietary Rights
The Service, which includes but is not limited to the Client Code and the Software and all intellectual property rights in the Service are, and shall remain, the property of Clickguardian.co.uk. All rights in and to the Software not expressly granted to you in this Agreement are hereby expressly reserved and retained by clickguardian.co.uk and its licensors without restriction, including, without limitation, clickguardian.co.uk right to sole ownership of the Software and logos, trademarks, trade secrets, databases, reports, and Web site.
Without limiting the generality of the foregoing, you agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Processing Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of ClickGuardian.co.uk; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with ClickGuardian.co.uk other than in the name of ClickGuardian.co.uk; or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
Modifications to Terms of Service and Other Policies
ClickGuardian.co.uk reserves the right at any time and from time to time to update, modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. ClickGuardian.co.uk shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://www.clickguardian.co.uk.
Downgrading your service level may cause the loss of Data, features, or capacity of your Account. ClickGuardian.co.uk does not accept any liability for such loss.
Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis.
Technical support is only provided to paying account holders and is only available via email or help desk.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, ClickGuardian.co.uk, or any other ClickGuardian.co.uk service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by ClickGuardian.co.uk.
You understand that the technical processing and transmission of the Service, including your Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
ClickGuardian.co.uk technical staff may instruct you, from time to time, to perform modifications to the Client Code installed in your Website. You agree to cooperate and perform any required modifications.
You grant to ClickGuardian.co.uk a perpetual, non-exclusive, worldwide, royalty-free license to use and display your name, the name of your company, your website address, your company's website address and your company's logo on ClickGuardian.co.uk websites and marketing materials and ClickGuardian.co.uk client lists.
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.
Miscellaneous; Applicable Law and Venue
ClickGuardian.co.uk shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
This Agreement shall be governed by and construed under the laws of the United Kingdom without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and UK law, rules, and regulations, Israeli law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Essex, UK. The relationship between ClickGuardian.co.uk and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.