Clickety Terms of Service

CLICKETY.COM TERMS OF SERVICE

Last updated: June 13, 2018

Please read these Terms of Service (“Terms”) carefully. By downloading, accessing, or using the website or other products or services of Clickety LLC, our affiliates, and Partner Services (“Clickety”, “we” or “us”), or the services, features, or functionality jointly offered with other companies through our website (collectively, the “Service” or “Services”), you (“you”, or “affiliate”, or if you signing up to be a partner, “Partner”) agree to be bound by these Terms. These Terms affect your legal rights and obligations, so if you do not agree to these Terms, do not use the Services.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CLICKETY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

  1. Our Audience

You affirm that you are either at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In addition, you affirm that you have not been previously suspended or removed from the Services and do not have more than one Clickety account.

We may, in our sole discretion, refuse to offer the Services to any person or entity. We may, without notice and in our sole discretion, terminate your right to use the Services, or any portion thereof, and block or prevent your future access to and use of the Services or any portion thereof.

You affirm that this agreement is commercial in nature and not for personal, family, or household purposes.

  1. Services

Clickety offers affiliate marketing (an “Affiliate Program” or “Program”) and web site traffic monitoring services. Clickety and its affiliates use ACH for financial transactions and all ACH transactions are subject to the Stripe Terms of Service available here: https://stripe.com/us/legal.

You must be approved by Clickety before your participation in any Affiliate Program on behalf of an Partner Service or if you wish to sign up as a Marketing Affiliate. Clickety reserves the right to withhold or refuse approval for any reason or for no reason. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Your failure to observe the terms and conditions of this Agreement, the privacy policy or acceptable use policy posted on Clickety’s web site will disqualify you from participating in an Affiliate Program. Approval may be withdrawn by Clickety or a Partner Service, at any time for any reason.

2.1. To begin the enrollment process, you will complete and submit the online application at the Clickety website. We will evaluate your application at our convenience, which is at a minimum 72 hours after submission. We may reject your application at our sole discretion.

We will reject your application or cancel an existing affiliate account if we determine that your site is unsuitable for our Program, including if it:

You may not create or design your website or any other website that you operate, explicitly or implicitly, in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Clickety or any other affiliated business or Partner Service.

2.2. All affiliates that send advertisements via email must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Consumer opt-in date; (b) Registration source; © First name; (d) Last name; (e) Email address; (f) Privacy Policy of Source Site; (g) Any other information collected; and (h) affiliate will supply such records to Company within one (1) business day of a request.

Unless otherwise approved in writing by Clickety, you may not offer incentives to users to enhance the performance of any program; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.

You may not bid on any variations of Clickety’s or a Partner Service’s brand terms in any keyword-based pay-per-click search engines, including, without limitation, Google and Bing.

Affiliate and Partner websites must be fully functional at all levels

Affiliate’s and Partner’s policies must be compliant with state and federal laws and regulations including but not limited to the CAN-SPAM Act of 2003.

Spawning process pop-ups are prohibited.

Such other criteria as Clickety may from time to time adopt or determine, in its sole discretion, with or without notice to you.

All affiliates and partners shall maintain and post in a conspicuous manner on all its websites involved in the Affiliate Programs, a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. Clickety reserves the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the Program.

2.3. As a member of Clickety’s Affiliate Program, you will have access to Affiliate Control Panel. Here you will be able to review our Program’s details and currently active campaigns, download HTML code for text links and banner creatives (that provide for links to landing pages within the Roommates.com web site). In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.4. Clickety reserves the right, at any time, to review your affiliate link placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.

2.5. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date, for compliance with these terms of use, for compliance with applicable law, or to notify you of any changes that we feel should enhance your performance.

2.6. It is entirely your responsibility to comply with all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

2.7. It is your obligation to review the Terms of Service for the Affiliate Program regularly. You must stay aware of any changes to the Clickety Terms of Service, although Clickety will use its reasonable efforts to notify you of any changes.

  1. Clickety’s Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.

3.2. Clickety actively monitors traffic for fraud. If fraud is detected, your account will be made inactive pending further investigation. Fraud traffic includes but is not limited to, click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company; fraudulent leads as determined and reported by Clickety’s clients; use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the Affiliate Programs.

If you fraudulently add leads or clicks, or inflate leads or clicks by fraudulent traffic generation, as determined solely by Clickety, you will forfeit your entire commission for all Affiliate Programs and your account will be terminated. In addition, if you have already received payment for fraudulent activities, Clickety reserves the right to seek credit or remedy from future earnings or to demand reimbursement from you.

  1. Term

This Agreement will begin upon our acceptance of your affiliate application and will continue unless terminated hereunder.

  1. Commission and Payment

5.1. Clickety is a PPS (pay-per-sale) affiliate program. We or our Partner Services pay affiliates a recurring commission on referred customers. The percentage referral amount will be determined per affiliate and is integrated into this agreement as part of the affiliate signup process. Affiliate will receive recurring payments as long as a paying customer referred to a Partner Service through Clickety’s Services remains a paying customer and there is no more than a day 30 period of inactivity by the paying customer on the Partner Service’s web site.

5.2. Affiliates are paid about every 30 days by a ACH deposit, approximately 15 days after the prior period, provided that Clickety or its Partner Services may, in their sole discretion, withhold payments until such time as its clients have paid Clickety for the Program or the Partner Service has verified legitimate affiliate referrals. In addition to any other remedies that may be available to Clickety, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Clickety or a Partner Service to you. All payments are made in U.S. dollars only.

5.3. Clickety and its Partner Services shall compile, calculate, and electronically deliver data required to determine your billing and compensation. Any questions or disputes regarding the data or payout provided by Clickety needs to be submitted in writing within five (5) business days of receipt, otherwise the information will be deemed accurate and accepted as such by you.

5.4. Clickety and its Partner Services will only pay Affiliates for commissions that are earned and tracked through their termination as an Affiliate. Any Affiliate that is removed from the program because of non-compliant behavior will not receive commissions from any referred customers.

5.5. If commission does not exceed $30 for U.S. based affiliates or $50 for all others during prior period, Roommates.com reserves the right to hold payment until commissions accumulate to the minimum amount.

5.6. As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service).

5.7 You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Clickety or its Partner Services. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other of site or otherwise, that reasonably would contradict anything in this section.

5.8 Neither party may assign its rights or obligations under this Agreement to any party, except, that the assignment to a third party who obtains all or substantially all of the business or assets of a party shall be permitted subject to the reasonable consent of the other party (i.e. the non-assigning party).

  1. Privacy

The Clickety Privacy Policy is incorporated into these Terms. By accepting these Terms, you agree to the collection, use, and sharing of your information through the Services in accordance with the Privacy Policy, which is available at http://www.clickety.com/privacy_policy.html.

  1. Feedback

You agree that any feedback, suggestions, ideas, or other information or materials regarding Clickety or the Services that you provide, whether by email or otherwise (“Feedback”), are non-confidential and shall become the sole property of Clickety. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). We like hearing from users, but please do not share your ideas with us if you expect to be paid or want to continue to own or claim rights in them.

  1. Clickety and Partner Service Content

9.1. Clickety and the Partner Services for which you have been accepted as an affiliate for grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of each Partner Service’s Affiliate Program and Clickety. You agree that all uses of the Licensed Materials will be on behalf of Clickety and Partner Services and the good will associated therewith (including any data derived from the Program) will inure to the sole benefit of Clickety and the Partner Services.

Confidentiality. Each party agrees to use the other party’s Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party’s Confidential Information to any third-party, unless (a) any disclosure is necessary and permitted in connection with the receiving party’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (b) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or © any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, Advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, you agree that Clickety and its Partner Services may divulge your personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Clickety or its Partner Services have violated this Agreement or any applicable law or regulation.

Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

  1. Prohibited Activities

In addition to the other restrictions outlined in these Terms, you agree that you will not:

  1. Account Security

After opening a Clickety account, you accept all responsibility for any activity that occurs while logged into your account. You are responsible for making sure that you keep your password secure and safe. You agree that you will not share your password with others or do anything that might jeopardize the security of your account, including sharing your password with or logging in through unauthorized third-party applications or clients. If you use any such application or client, you acknowledge and agree that Clickety will bear no responsibility for any actions taken by those applications or clients, such as any breach of or unauthorized use of your account information or messages.

  1. Modifications to the Services

We reserve the right to modify or discontinue, temporarily or permanently, the Services or any features or portions thereof without prior notice. You agree that we will not be liable for any modification, suspension, or discontinuance of the Services or any part thereof.

  1. Copyright Policy

Clickety respects the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we strive to expeditiously remove any infringing material from our site. If Clickety becomes aware that one of its users is a repeat copyright infringer, it is our policy to take reasonable steps within our power to terminate the user’s account. All users should be aware of and comply with applicable copyright laws.

If you believe that anything on the Services infringes any copyright that you own or control, you may file a notice of such infringement with our designated agent:

Report Copyright Infringement

Clickety LLC
Attn: Copyright Agent
7904 E Chaparral Rd
Ste A110 PMB 473
Scottsdale, AZ 85250
copyright@clickety.com

To be effective, any takedown notice submitted to our Copyright Agent must comply with the requirements set forth at 17 U.S.C. § 512©(3). That means that the notice must include substantially the following:

  1. Disclaimer

THE CLICKETY SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CLICKETY SERVICES ARE PROVIDED BY CLICKETY ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. CLICKETY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE CLICKETY SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CLICKETY SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE CLICKETY SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CLICKETY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLICKETY DOES NOT WARRANT THAT THE CLICKETY SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE CLICKETY SERVICES, CLICKETY’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM CLICKETY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CLICKETY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY CLICKETY SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY CLICKETY SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

By agreeing to these Terms you agree to indemnify, defend, and hold harmless Clickety, our managing members, officers, shareholders, employees, affiliates, parent companies, Partner Services, subsidiaries, licensors, and suppliers (the “Clickety Parties”) from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to (a) your access to or use of the Services; (b) your violation of these Terms; © your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or propriety right; or (d) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities.

  1. Note to International Users

The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.

  1. Termination

You agree that Clickety, in its sole discretion, may terminate your password, account (or any part thereof), or use of the Services, for any reason, including, without limitation, for lack of use or if Clickety believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Clickety may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Clickety may immediately deactivate or delete your account and all related information and files in your account or bar any further access to such files or the Services. Further, you agree that Clickety shall not be liable to you or any third-party for any termination of your access to the Services.

  1. Disputes

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH CLICKETY, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection. The arbitration hearing shall take place in Maricopa County, Arizona, before a single arbitrator, or if no hearing is required, without a hearing, as determined by the arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation in the State of Arizona. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages. If this arbitration clause is held invalid, the parties agree that the exclusive forum for any litigation arising between the parties will be a court of competent jurisdiction in Maricopa County, Arizona. This arbitration provision will survive the termination of your relationship with Company.

Waiver of Jury Trial. YOU AND CLICKETY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Clickety in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND CLICKETY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead all claims and disputes shall be resolved in a court located in Maricopa County, Arizona.

Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Small Claims Court. Notwithstanding the foregoing, either you or Clickety may bring an individual action in small claims court of competent jurisdiction.

Courts. Except for a party’s right to bring an individual action in small claims court, in any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Maricopa County, Arizona, for such purpose.

16. Applicable Law

Any dispute between you and Clickety will be governed by these Terms and the laws of the State of Arizona and applicable United States law, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction.

17. Severability

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

18. Complete Agreement

These Terms supersede all prior understandings regarding the same and represent the complete agreement between you and Clickety. These Terms do no create or confer any third-party beneficiary rights. We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the Services, or updating the “Last Updated” date above. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services and delete your Clickety account.

19. Questions and Comments

Clickety welcomes comments, questions, concerns, or suggestions. Please send feedback to us at hello@clickety.com.