Terms of Service

These Terms include important provisions that limit our liability, disclaim warranties, require disputes to be resolved through individual binding arbitration, and waive your right to participate in class actions. Please read them carefully. The arbitration and class action waiver provisions are set forth in Section 24.

These Terms supersede all prior versions of any CleanClicks terms of service or terms of use and replace any prior agreement between you and CleanClicks regarding the subject matter hereof. The version of these Terms in effect at the time you accept governs your use of the Service.

1. Definitions

In these Terms, the following capitalized terms have the meanings set forth below.

“Account” means your CleanClicks account.

“Acceptable Use Policy” or “AUP” means the use restrictions set forth in Section 7.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity, where “control” means ownership of more than 50% of the voting interests.

“Customer Data” means any data submitted by Customer to the Service, including data collected from Customer Site visitors processed by the Service on Customer’s behalf, configuration data, OAuth credentials, and account metadata.

“Customer Site” means a website or web property operated by Customer on which Customer has installed the CleanClicks tracking infrastructure.

“Data Processing Addendum” or “DPA” means the Data Processing Addendum available on request from privacy@cleanclicks.io, which is incorporated by reference into these Terms.

“Documentation” means the user documentation, technical documentation, and other materials made available by CleanClicks describing the Service.

“Order Form” means an order, online checkout, subscription confirmation, or other ordering document executed by Customer for the Service.

“Personal Information” has the meaning given to such term, or to substantially equivalent terms (such as “personal data”), in applicable data protection laws.

“Privacy Policy” means the CleanClicks Privacy Policy available at cleanclicks.io/privacy-policy, as updated from time to time.

“Service” means the CleanClicks first-party conversion tracking platform, including the tracking script, server-side dispatch infrastructure, dashboard, OAuth integrations, reporting, and any related services made available by CleanClicks under these Terms.

“Subscription Term” means the period during which Customer is authorized to use the Service, as set forth in the applicable Order Form or otherwise agreed.

“Sub-Processors” means third parties engaged by CleanClicks to process Customer Data on CleanClicks’s behalf.

“Visitor” means an end user who visits a Customer Site.

2. Service Description and License Grant

2.1 Service Description

The Service is a first-party conversion tracking infrastructure that collects conversion data from Customer Sites and transmits that data to advertising and analytics platforms configured by Customer. The technical architecture, data flows, and security practices are described in the Privacy Policy and the security page at cleanclicks.io/security.

2.2 License Grant

Subject to Customer’s compliance with these Terms and timely payment of all fees, CleanClicks grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service solely for Customer’s internal business purposes and solely on Customer Sites identified in Customer’s Account configuration.

2.3 Reservation of Rights

CleanClicks and its licensors retain all rights, title, and interest in and to the Service, the Documentation, the underlying software, and all related intellectual property. No rights are granted to Customer except as expressly set forth in these Terms. All rights not expressly granted are reserved.

2.4 No Other Use

Customer shall not (a) use the Service for any purpose other than as expressly licensed, (b) provide the Service to any third party as a service bureau, hosted offering, or similar arrangement, (c) sublicense, resell, lease, loan, or distribute the Service or any part thereof, (d) use the Service to develop a competing product, or (e) use the Service in any manner not expressly authorized by these Terms.

2.5 Installable Components

From time to time, CleanClicks provides Customer with installable software components, including a WordPress plugin, a Shopify Custom Pixel, and a Shopify theme snippet (collectively, “Installable Components”). The Installable Components are licensed, not sold, on the same non-exclusive, non-transferable, non-sublicensable, revocable basis set forth in Section 2.2 for the duration of the Subscription Term. Customer shall not modify, redistribute, sublicense, or use the Installable Components on any web property not identified in Customer’s Account configuration. All terms applicable to the Service, including Sections 7 (Acceptable Use Policy), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), and 18 (Indemnification by Customer), apply equally to the Installable Components.

3. Account Registration and Eligibility

3.1 Eligibility

To use the Service, Customer must be (a) a business entity in good standing under the laws of its jurisdiction of organization, (b) capable of forming legally binding contracts, (c) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States economic sanctions, and (d) not a person or entity identified on any United States government restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control. Individuals using the Service on behalf of a business entity must be at least 18 years old.

3.2 Account Information

Customer shall provide accurate, complete, and current information at registration and shall keep that information up to date. Customer is responsible for safeguarding the credentials used to access the Service and for all activities that occur under Customer’s Account, whether or not authorized by Customer.

3.3 Notification of Unauthorized Use

Customer shall notify CleanClicks promptly upon discovering any unauthorized access to or use of the Account, the Service, or Customer’s credentials. CleanClicks is not liable for any loss arising from unauthorized use that occurs before Customer provides such notification.

4. Subscriptions, Billing, and Payment

4.1 Subscription Tiers

The Service is offered through subscription tiers, the current pricing and features of which are described at cleanclicks.io/pricing or in the Order Form. Customer’s subscription tier and the corresponding fees are set forth in the Order Form or selected at checkout.

4.2 Billing

CleanClicks bills subscriptions in advance, on a monthly or annual cycle as selected by Customer at checkout or in the Order Form. All payments are processed by Stripe, Inc., subject to Stripe’s terms of service. By providing payment information, Customer authorizes CleanClicks to charge the payment method on file for all fees due under these Terms.

4.3 Auto-Renewal

Subscriptions automatically renew at the end of each Subscription Term for an additional term of equal length, at the then-current rate for Customer’s tier, unless Customer cancels through the methods described in Section 14 prior to the renewal date. By accepting these Terms, Customer expressly consents to automatic renewal and to the corresponding charges to Customer’s payment method on file.

4.4 Fee Changes

CleanClicks may change its fees at any time, effective at the start of Customer’s next renewal term. CleanClicks will provide notice of fee changes at least thirty (30) days before they take effect. Customer’s continued use of the Service after a fee change takes effect constitutes acceptance of the new fees. If Customer does not agree to a fee change, Customer’s exclusive remedy is to cancel before the new fees take effect.

4.5 Late Payment

Any amount not paid when due bears interest at the lower of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until the date of payment. Customer shall reimburse CleanClicks for all reasonable costs of collection, including reasonable attorneys’ fees.

4.6 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction. Customer is responsible for paying all such taxes associated with Customer’s purchases, except for taxes based on CleanClicks’s net income.

4.7 No Refunds

Except as expressly required by applicable law or as otherwise expressly set forth in these Terms, all fees are non-refundable. Cancellation does not entitle Customer to a refund of fees paid for the current Subscription Term, and Customer remains responsible for any unpaid fees through the end of the current Subscription Term.

4.8 Disputed Charges

Customer shall notify CleanClicks of any disputed charges within thirty (30) days after the charge appears on Customer’s invoice or payment-method statement. Failure to notify within this period constitutes Customer’s waiver of any right to dispute the charge.

5. Free Audit and Trial Access

5.1 Free Audit

CleanClicks may offer a free audit, trial, or evaluation of the Service (“Free Access”). Free Access is provided for evaluation purposes only and is subject to the additional terms in this Section 5.

5.2 No Warranty for Free Access

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, FREE ACCESS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR INDEMNIFICATION OF ANY KIND, AND CLEANCLICKS DISCLAIMS ALL WARRANTIES AND OBLIGATIONS WITH RESPECT TO FREE ACCESS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

5.3 Free Access Termination

CleanClicks may modify or discontinue Free Access at any time without notice. CleanClicks may revoke and delete OAuth credentials associated with Free Access accounts that have not converted to a paid subscription within thirty (30) days of audit signup, as described in the Privacy Policy. CleanClicks may also delete or modify Free Access accounts in its discretion at any time without notice.

5.4 Conversion to Paid Subscription

If Customer converts a Free Access account to a paid subscription, the paid subscription terms in Section 4 apply prospectively. Free Access does not entitle Customer to any continued benefit beyond the period during which Free Access is offered.

6. Customer Data and Customer Responsibilities

6.1 Customer Data Ownership

As between CleanClicks and Customer, Customer retains all right, title, and interest in and to Customer Data. CleanClicks does not claim ownership of Customer Data.

6.2 License to CleanClicks

Customer grants CleanClicks a worldwide, non-exclusive, royalty-free license during the Subscription Term to access, use, copy, transmit, store, and process Customer Data solely as necessary to (a) provide and maintain the Service, (b) prevent or address technical or security issues, (c) comply with applicable law, and (d) enforce these Terms. CleanClicks’s use of Customer Data on Customer’s behalf is further governed by the Data Processing Addendum.

6.3 Customer Responsibilities for Customer Data

Customer is solely responsible for (a) the accuracy, quality, integrity, legality, and reliability of Customer Data, (b) the means by which Customer acquires Customer Data, including obtaining all necessary rights, consents, and authorizations from Visitors, (c) operating its own privacy policy that accurately discloses the data practices of any Customer Site that uses the Service, (d) complying with all applicable laws and regulations in connection with Customer Data, including data protection and privacy laws, and (e) providing all required notices to and obtaining all required consents from Visitors prior to deployment of the Service on a Customer Site.

6.4 Controller and Processor Roles

For Personal Information collected through Customer Sites and processed by the Service on Customer’s behalf, Customer is the “business” (under the California Consumer Privacy Act) and “controller” (under other state privacy statutes), and CleanClicks is the “service provider” (under the California Consumer Privacy Act) and “processor” (under other state privacy statutes). The contractual terms required by Cal. Civ. Code §1798.140(ag)(1)(C) and analogous provisions of other state privacy statutes are set forth in the Data Processing Addendum.

6.5 Customer Warranties Regarding Customer Data

Customer represents and warrants that (a) Customer has all rights necessary to grant the licenses set forth in these Terms with respect to Customer Data, (b) Customer Data does not violate any applicable law, regulation, or third-party right, (c) Customer’s collection and processing of Customer Data complies with all applicable data protection and privacy laws, and (d) Customer has obtained all consents and provided all notices required by applicable law in connection with the deployment of the Service on Customer Sites.

6.6 Data Backup

Customer is responsible for maintaining its own backups of Customer Data. CleanClicks is not liable for any loss, alteration, or destruction of Customer Data, including as a result of expiration of retention periods described in the Privacy Policy or as a result of termination as described in Section 15.

7. Acceptable Use Policy

7.1 General Restrictions

Customer shall not, and shall not permit any third party to, use the Service in any manner that violates any applicable law or regulation. Without limiting the foregoing, Customer shall not use the Service to:

(a) collect, store, or transmit Personal Information except as expressly permitted by these Terms and applicable law; (b) collect, store, or transmit “protected health information” within the meaning of the Health Insurance Portability and Accountability Act, 45 C.F.R. §160.103, or “non-public personal information” within the meaning of the Gramm-Leach-Bliley Act, 15 U.S.C. §6809; (c) collect personal information from children under thirteen (13) years of age within the meaning of the Children’s Online Privacy Protection Act, 15 U.S.C. §6501 et seq., or to deploy the Service on web pages directed to children under thirteen (13); (d) collect Personal Information from any Visitor without obtaining all consents required by applicable law; (e) collect, store, or transmit credit card numbers, financial account numbers, government-issued identifiers, biometric data, precise geolocation data (as defined in Cal. Civ. Code §1798.140(w)), or other categories of “sensitive personal information” as defined in Cal. Civ. Code §1798.140(ae); (f) transmit any unlawful, defamatory, harassing, abusive, fraudulent, or obscene material; (g) transmit any material that infringes any patent, trademark, copyright, trade secret, or other intellectual property right; (h) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (i) attempt to gain unauthorized access to the Service or its related systems or networks; (j) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent such restriction is prohibited by applicable law; (k) modify, copy, or create derivative works based on the Service or any part thereof; (l) sublicense, resell, lease, loan, or otherwise transfer the Service to any third party; (m) remove or alter any proprietary notices or labels on the Service; (n) use the Service to develop, train, or improve any product or service competitive with the Service; (o) use the Service in any manner that exceeds the volume, request rate, or other usage parameters set forth in the applicable Order Form or in the Documentation; (p) circumvent or attempt to circumvent any access controls, rate limits, security mechanisms, or technical protections of the Service; (q) deploy the Service on any website or web property not owned or operated by Customer; (r) use the Service in violation of the published policies of any advertising or analytics platform with which the Service integrates, including Google’s Advertising Policies, Meta’s Business Tools Terms, TikTok’s Business Products Terms, or analogous terms of any other platform; (s) use the Service to send unsolicited commercial communications in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or any analogous law; (t) use the Service to engage in any activity that creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to Customer, any other person, or any animal; or (u) attempt to access the Account, Customer Data, or other resources of any other CleanClicks customer.

7.2 Suspension for AUP Violation

CleanClicks may suspend or terminate Customer’s access to the Service immediately and without notice if CleanClicks has reason to believe that Customer’s use of the Service violates this Section 7 or otherwise creates a risk of harm to CleanClicks, the Service, other CleanClicks customers, or any third party. CleanClicks shall use commercially reasonable efforts to notify Customer of any such suspension or termination.

7.3 No Investigation Obligation

CleanClicks has no obligation to monitor Customer’s use of the Service for compliance with this Section 7, but may do so in CleanClicks’s discretion. CleanClicks’s failure to investigate or enforce any provision of this Section 7 in any instance does not waive CleanClicks’s right to investigate or enforce that provision in any other instance.

8. Privacy and Data Processing

8.1 Privacy Policy

The collection, use, retention, and disclosure of Personal Information by CleanClicks are governed by the Privacy Policy.

8.2 Data Processing Addendum

To the extent CleanClicks processes Personal Information on Customer’s behalf, that processing is governed by the Data Processing Addendum, which is incorporated by reference into these Terms. The Data Processing Addendum incorporates the contractual terms required by Cal. Civ. Code §1798.140(ag)(1)(C) and the analogous provisions of other state privacy statutes governing the relationship between a business or controller and its service provider or processor.

8.3 Sub-Processors

CleanClicks engages third-party Sub-Processors to assist in the provision of the Service. The current list of Sub-Processors is set forth in the Data Processing Addendum. Customer hereby provides general authorization for CleanClicks to engage Sub-Processors. CleanClicks will provide notice of any addition or replacement of a Sub-Processor; if Customer objects to a new Sub-Processor on reasonable grounds, Customer’s exclusive remedy is to terminate the affected portion of the Service in accordance with Section 14.

8.4 No HIPAA Business Associate

CleanClicks is not a “business associate” within the meaning of the Health Insurance Portability and Accountability Act, 45 C.F.R. §160.103, and the Service is not designed to receive, transmit, or maintain protected health information. Customer shall not use the Service to process protected health information. CleanClicks does not enter into business associate agreements.

8.5 No GLBA Service Provider

CleanClicks is not a “service provider” within the meaning of the Gramm-Leach-Bliley Act, 15 U.S.C. §6801 et seq., and the Service is not designed to receive, transmit, or maintain non-public personal information as defined therein. Customer shall not use the Service to process such non-public personal information.

9. Intellectual Property

9.1 CleanClicks Intellectual Property

CleanClicks and its licensors own all right, title, and interest in and to the Service, the Documentation, the underlying software, the CleanClicks name and logos, and all related intellectual property rights. Customer acquires no rights in the foregoing except for the limited license expressly granted in Section 2.2.

9.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data, subject to the license granted to CleanClicks in Section 6.2.

9.3 Feedback

If Customer provides any suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”), Customer hereby grants CleanClicks a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, and exploit such Feedback for any purpose, without obligation or compensation to Customer. Customer represents and warrants that Customer has all rights necessary to grant such license.

9.4 Aggregated and De-Identified Data

CleanClicks may collect, generate, and use aggregated, statistical, or de-identified data derived from Customer’s use of the Service for any lawful business purpose, including to analyze and improve the Service, develop new products and services, conduct benchmarking, and produce industry reports. CleanClicks shall not disclose any aggregated, statistical, or de-identified data in a manner that identifies Customer or any Visitor.

Notwithstanding the foregoing, CleanClicks will not use aggregated data derived from Google API responses in any manner inconsistent with the Google API Services User Data Policy or the Privacy Policy. Cross-customer benchmarking and industry reports referenced in this Section 9.4 exclude data received from Google APIs unless and until CleanClicks discloses such use in advance in accordance with Google’s policies and applicable law.

10. Confidentiality

10.1 Confidential Information

“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of CleanClicks includes the non-public components of the Service and the Documentation. Confidential Information of Customer includes Customer Data.

10.2 Protection of Confidential Information

The Receiving Party shall (a) use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care, (b) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of these Terms, and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know such Confidential Information for purposes consistent with these Terms and who are bound by confidentiality obligations no less protective than those in this Section 10.

10.3 Exceptions

Confidential Information does not include information that (a) is or becomes publicly known through no breach of these Terms by the Receiving Party, (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction, (c) is rightfully obtained by the Receiving Party from a third party without restriction and without breach of any duty owed to the Disclosing Party, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

10.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or legal process, provided that the Receiving Party (where legally permitted) gives the Disclosing Party prompt written notice of the required disclosure and reasonable assistance, at the Disclosing Party’s expense, to enable the Disclosing Party to seek a protective order or other appropriate remedy.

10.5 Survival

The obligations in this Section 10 survive termination or expiration of these Terms for a period of three (3) years; provided, however, that the obligations with respect to trade secrets survive for so long as such information remains a trade secret under applicable law.

11. Beta Features

From time to time, CleanClicks may make available features, functionality, or services that are designated as “beta,” “preview,” “early access,” “experimental,” or similar (“Beta Features”). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BETA FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, ARE NOT COVERED BY ANY SERVICE LEVEL OBLIGATION, MAY BE MODIFIED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE, AND ARE EXCLUDED FROM THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY EXCEPTIONS, IF ANY, OTHERWISE APPLICABLE TO THE SERVICE. CUSTOMER USES BETA FEATURES AT ITS OWN RISK.

12. Service Levels and Support

12.1 No Service Level Commitment

CleanClicks uses commercially reasonable efforts to make the Service available, but does not guarantee any specific level of availability, uptime, response time, or performance. The Service is provided on an “as available” basis. CleanClicks does not commit to any service level agreement, uptime guarantee, or service credit regime, and Customer is not entitled to any service credit or refund for any period of unavailability or degraded performance.

12.2 Maintenance and Downtime

CleanClicks may, at its discretion and without notice, perform maintenance on the Service that results in temporary unavailability or degraded performance. CleanClicks may also experience unscheduled downtime due to factors outside its control, including failures of third-party services, internet connectivity issues, denial-of-service attacks, hardware failures at infrastructure providers, and force majeure events.

12.3 Support

CleanClicks provides support as described in the Documentation or on the cleanclicks.io support pages. Support is provided on a commercially reasonable efforts basis. Response times and availability may vary. CleanClicks reserves the right to modify the scope, format, or hours of support at any time.

13. Compliance with Laws and Platform Policies

13.1 Compliance with Laws

Each party shall comply with all applicable laws and regulations in connection with its performance of these Terms.

13.2 Customer Compliance with Privacy Laws

Without limiting Section 13.1, Customer shall comply with all applicable data protection and privacy laws, including the California Consumer Privacy Act (Cal. Civ. Code §1798.100 et seq.), the Virginia Consumer Data Protection Act (Va. Code §59.1-575 et seq.), the Colorado Privacy Act (Colo. Rev. Stat. §6-1-1301 et seq.), the Connecticut Data Privacy Act (Conn. Gen. Stat. §42-515 et seq.), and the comprehensive privacy statutes of any other state with substantially similar requirements, the Children’s Online Privacy Protection Act (15 U.S.C. §6501 et seq.), the CAN-SPAM Act (15 U.S.C. §7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. §227), and (if applicable to Customer) the General Data Protection Regulation (EU) 2016/679, the United Kingdom Data Protection Act 2018, and any other applicable foreign data protection law.

13.3 Customer Compliance with Platform Policies

Customer is solely responsible for compliance with the published policies of each advertising and analytics platform with which the Service integrates, including Google’s Advertising Policies and Google API Services User Data Policy, Meta’s Business Tools Terms and Conversions API Terms, TikTok’s Business Products Terms and Events API Terms, Microsoft’s Advertising Program Terms, and any other platform terms applicable to Customer’s account with the platform. CleanClicks is not responsible for any decision by any platform to suspend, restrict, or terminate Customer’s access, account, or campaign as a result of Customer’s compliance or non-compliance with platform policies.

13.4 Export Control

The Service is subject to United States export control laws and regulations. Customer represents and warrants that Customer is not (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States economic sanctions, or (b) on any United States government restricted-party list. Customer shall not use the Service in violation of any applicable export control or sanctions law.

13.5 Anti-Corruption

Customer shall comply with all applicable anti-corruption laws, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Customer represents and warrants that Customer has not, and shall not, offer, give, or receive any bribe, kickback, or improper payment in connection with these Terms.

14. Term, Termination, and Suspension

14.1 Term

These Terms commence on the date Customer first accepts them and continue until terminated as provided in this Section 14.

14.2 Cancellation by Customer

Customer may cancel its subscription at any time through the Stripe customer portal accessible via Customer’s Account or by submitting a cancellation request to support@cleanclicks.io. Cancellation takes effect at the end of the then-current Subscription Term. Customer remains responsible for all fees through the end of the then-current Subscription Term.

14.3 Termination by CleanClicks for Cause

CleanClicks may terminate these Terms or Customer’s access to the Service immediately upon notice (which may be email notice) if (a) Customer materially breaches these Terms and fails to cure the breach within ten (10) days after written notice from CleanClicks (or, in the case of breach of Section 7 (Acceptable Use Policy), Section 9 (Intellectual Property), or Section 10 (Confidentiality), without any cure period), (b) Customer fails to pay any amount when due and the failure continues for ten (10) days after written notice, (c) Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or (d) CleanClicks reasonably determines that Customer’s use of the Service creates a risk of legal liability to CleanClicks or harm to the Service, other CleanClicks customers, or any third party.

14.4 Suspension

In addition to its termination rights, CleanClicks may suspend Customer’s access to the Service immediately and without notice if CleanClicks reasonably believes that (a) Customer is in breach of Section 7 (Acceptable Use Policy), (b) Customer’s use of the Service creates a security risk or risk of harm, (c) Customer’s payment is past due, or (d) suspension is required by applicable law or governmental order. Suspension does not relieve Customer of its obligation to pay fees.

14.5 Termination for Convenience by CleanClicks

CleanClicks may terminate these Terms or discontinue the Service upon thirty (30) days’ notice to Customer at any time and for any reason. Upon such termination, CleanClicks shall refund any prepaid fees attributable to the period after the effective date of termination.

15. Effect of Termination

15.1 Cessation of Use

Upon any termination or expiration of these Terms, Customer shall immediately cease all use of the Service.

15.2 Data Export

For a period of thirty (30) days following termination, Customer may request an export of Customer Data through the Account dashboard or by contacting support@cleanclicks.io. After this thirty (30) day period, CleanClicks has no obligation to provide Customer Data to Customer.

15.3 Data Deletion

Account-scoped Customer Data will be permanently deleted on or before the ninety-first (91st) day following termination. The ninety (90) day window is intended to allow Customer to request data export under Section 15.2 and will be enforced by an automated purge process. Customer acknowledges that deletion is irreversible and that CleanClicks shall not be liable for any inability to recover Customer Data after deletion.

15.4 Surviving Provisions

The following provisions survive termination or expiration of these Terms: Section 1 (Definitions), Section 4.5 (Late Payment), Section 4.6 (Taxes), Section 4.7 (No Refunds), Section 5.2 (No Warranty for Free Access), Section 6.1 (Customer Data Ownership), Section 6.6 (Data Backup), Section 9 (Intellectual Property), Section 10 (Confidentiality), Section 11 (Beta Features), Section 15 (Effect of Termination), Section 16 (Disclaimer of Warranties), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 23 (Governing Law and Venue), Section 24 (Mandatory Binding Arbitration and Class Action Waiver), and any other provision that by its nature is intended to survive.

15.5 No Refund on Termination for Cause

If CleanClicks terminates these Terms for cause under Section 14.3, Customer is not entitled to any refund of fees paid.

16. Disclaimer of Warranties

16.1 AS IS

THE SERVICE, THE INSTALLABLE COMPONENTS (AS DEFINED IN SECTION 2.5), THE DOCUMENTATION, AND ALL CONTENT, MATERIALS, INFORMATION, AND OUTPUT MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLEANCLICKS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND THOSE ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

16.2 No Performance Warranty

WITHOUT LIMITING THE FOREGOING, CLEANCLICKS DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (B) THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, (C) ANY SPECIFIC RESULTS WILL BE OBTAINED FROM USE OF THE SERVICE, (D) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICE, OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

16.3 No Warranty Regarding Third Parties

CLEANCLICKS MAKES NO REPRESENTATION OR WARRANTY REGARDING (A) THE PERFORMANCE OR AVAILABILITY OF ANY THIRD-PARTY ADVERTISING OR ANALYTICS PLATFORM, INCLUDING ANY DECISION BY SUCH PLATFORM TO ACCEPT, REJECT, OR MODIFY DATA TRANSMITTED BY THE SERVICE, OR (B) THE COMPLIANCE OF ANY THIRD PARTY WITH ANY APPLICABLE LAW. CUSTOMER ACKNOWLEDGES THAT THE EFFECTIVENESS OF THE SERVICE DEPENDS IN PART ON FACTORS BEYOND CLEANCLICKS’S CONTROL, INCLUDING THE BEHAVIOR OF THIRD-PARTY ADVERTISING PLATFORMS, BROWSER VENDORS, OPERATING SYSTEM VENDORS, AD BLOCKERS, AND CONTENT BLOCKERS.

16.4 No Reliance

CUSTOMER ACKNOWLEDGES THAT CLEANCLICKS HAS MADE NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS, AND CUSTOMER HAS NOT RELIED ON ANY SUCH REPRESENTATION OR WARRANTY IN ENTERING INTO THESE TERMS.

16.5 Statutory Limits

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO CUSTOMER. IN SUCH JURISDICTIONS, CLEANCLICKS’S WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION REQUIRED BY APPLICABLE LAW.

17. Limitation of Liability

17.1 Exclusion of Indirect Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CLEANCLICKS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF CLEANCLICKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Aggregate Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLEANCLICKS’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO CLEANCLICKS UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 Application

THE LIMITATIONS IN THIS SECTION 17 APPLY (A) EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, (B) REGARDLESS OF THE NUMBER OF INCIDENTS OR CLAIMS, (C) WHETHER THE CLAIM IS BROUGHT BY CUSTOMER OR BY A THIRD PARTY THROUGH CUSTOMER, AND (D) AS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

17.4 Statutory Limits

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. IN SUCH JURISDICTIONS, CLEANCLICKS’S LIABILITY IS LIMITED TO THE MINIMUM EXTENT PERMITTED BY APPLICABLE LAW.

17.5 Customer Acknowledgment

CUSTOMER ACKNOWLEDGES THAT THE FEES FOR THE SERVICE REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT CLEANCLICKS WOULD NOT ENTER INTO THESE TERMS WITHOUT THE LIMITATIONS ON ITS LIABILITY SET FORTH IN THIS SECTION 17.

18. Indemnification by Customer

18.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless CleanClicks and its Affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to (a) Customer’s breach of these Terms, including any breach of the Acceptable Use Policy, (b) Customer’s negligence, willful misconduct, or violation of any applicable law in connection with Customer’s use of the Service, (c) Customer Data, including any allegation that Customer Data infringes any third-party right or violates any law, (d) Customer’s failure to obtain any consent or to provide any notice required by applicable law in connection with the deployment of the Service on a Customer Site, (e) any deployment of the Service in violation of Section 7 (Acceptable Use Policy), including any deployment involving protected health information, non-public personal information, or sensitive personal information, (f) any allegation that Customer’s processing of Personal Information violates any applicable data protection or privacy law, (g) any decision by an advertising platform, analytics platform, or other third party to suspend, restrict, or terminate Customer’s access or account, and (h) any combination of the Service with any product, service, hardware, software, or data not provided by CleanClicks.

18.2 Indemnification Procedure

CleanClicks shall (a) promptly notify Customer in writing of any Claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve Customer of its obligations except to the extent Customer is materially prejudiced thereby), (b) tender to Customer sole control over the defense and settlement of the Claim (provided that Customer shall not enter into any settlement that imposes any liability or obligation on CleanClicks without CleanClicks’s prior written consent, which shall not be unreasonably withheld), and (c) provide Customer, at Customer’s expense, with reasonable cooperation and assistance in the defense of the Claim. CleanClicks may participate in the defense at its own expense with counsel of its own choosing.

18.3 Sole Remedy

This Section 18 sets forth Customer’s sole liability and CleanClicks’s sole remedy with respect to any Claim covered by this Section 18.

19. Insurance

Customer is encouraged to maintain commercially appropriate insurance coverage, including cyber liability insurance, in connection with Customer’s business activities and use of the Service. CleanClicks does not warrant that any specific level of insurance is sufficient.

20. Modifications

20.1 Modifications to These Terms

CleanClicks may modify these Terms from time to time. CleanClicks will provide notice of material modifications at least thirty (30) days before they take effect, by posting the updated Terms at cleanclicks.io/terms with a revised “Last updated” date and, where Customer has a paid Account, by email to the address associated with the Account. For non-material modifications (including modifications required by changes in applicable law), CleanClicks may provide shorter notice or no notice. Customer’s continued use of the Service after a modification takes effect constitutes acceptance of the modified Terms. If Customer does not agree to a modification, Customer’s exclusive remedy is to cancel the subscription in accordance with Section 14.2 before the modification takes effect.

20.2 Modifications to the Service

CleanClicks may add to, modify, or discontinue features, functionality, or aspects of the Service at any time and at its sole discretion. CleanClicks will use commercially reasonable efforts to provide notice of any material reduction in functionality through the dashboard, the Documentation, or by email. CleanClicks shall have no liability to Customer or to any third party for any modification, suspension, or discontinuance of any feature or functionality of the Service.

21. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, epidemic, fire, flood, earthquake, governmental action, labor disturbance, internet or telecommunications failures, denial-of-service attacks, failures of third-party hosting or infrastructure providers, failures of advertising or analytics platforms, or any other event of force majeure (“Force Majeure Event”). The party affected by a Force Majeure Event shall (a) provide notice to the other party as soon as reasonably practicable, (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event, and (c) resume performance as soon as reasonably possible after the Force Majeure Event abates.

22. Notices

22.1 Notices to CleanClicks

Notices to CleanClicks shall be sent by email to legal@cleanclicks.io and by certified or registered mail, return receipt requested, to:

CJF & Associates LLC d/b/a ClickPath Consultants Attention: Legal 4030 Wake Forest Rd, Ste 349 Raleigh, North Carolina 27609 United States

22.2 Notices to Customer

Notices to Customer shall be sent by email to the email address associated with Customer’s Account or by posting in the Account dashboard, and shall be deemed received upon transmission. Customer is responsible for keeping its contact information current.

23. Governing Law, Venue, and Statute of Limitations

23.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

23.2 Venue

Subject to Section 24 (Mandatory Binding Arbitration), the exclusive venue for any dispute arising out of or relating to these Terms or the Service shall be the state and federal courts located in Wake County, North Carolina, and each party irrevocably submits to the exclusive personal jurisdiction of those courts. Each party waives any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

23.3 Contractual Limitations Period

ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OR IT SHALL BE PERMANENTLY BARRED. THIS LIMITATIONS PERIOD APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON THE TIME WITHIN WHICH AN ACTION MUST BE BROUGHT, IN WHICH CASE THIS LIMITATIONS PERIOD IS THE MINIMUM PERMITTED BY APPLICABLE LAW.

24. Mandatory Binding Arbitration and Class Action Waiver

24.1 Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES CUSTOMER TO RESOLVE DISPUTES WITH CLEANCLICKS THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE WAYS CUSTOMER CAN SEEK RELIEF.

The parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the formation, interpretation, breach, or termination of these Terms, and any dispute regarding whether a particular controversy is subject to arbitration (“Dispute”), shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time of the demand for arbitration. The arbitration shall be conducted by a single arbitrator and shall take place in Wake County, North Carolina, or by remote means as the arbitrator may direct. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

24.2 Federal Arbitration Act

These Terms evidence a transaction in interstate commerce, and the Federal Arbitration Act, 9 U.S.C. §1 et seq., governs the interpretation and enforcement of this Section 24.

24.3 Class Action Waiver

THE PARTIES AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consolidate the claims of more than one party or to preside over any form of representative or class proceeding. If a court or arbitrator decides that this Class Action Waiver is unenforceable as to any claim, then that claim shall be severed from the arbitration and brought in court, and the remainder of the Disputes shall remain subject to arbitration.

24.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY DISPUTE, WHETHER IN ARBITRATION OR (WHERE ARBITRATION IS NOT APPLICABLE) IN COURT.

24.5 Informal Dispute Resolution

Before initiating arbitration, the party asserting a Dispute shall provide written notice of the Dispute to the other party (in the case of notice to CleanClicks, in accordance with Section 22.1) describing the nature and basis of the Dispute and the relief sought. The parties shall make a good-faith effort to resolve the Dispute through informal negotiation for a period of thirty (30) days following the notice. Arbitration may be initiated only after this thirty (30) day period.

24.6 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual action in small claims court for any Dispute within the jurisdictional limits of that court, (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or rights under Section 7 (Acceptable Use Policy), and (c) commence a proceeding in any court of competent jurisdiction to compel arbitration or to enforce an arbitration award.

24.7 Confidentiality

The arbitration, including the existence of the arbitration, the proceedings, and the award, shall be confidential, except as necessary to enforce the award or to comply with legal or regulatory requirements.

24.8 Costs

Each party shall bear its own attorneys’ fees and costs in connection with the arbitration, except that the arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party to the extent permitted by applicable law.

24.9 Severability of Arbitration Provisions

If any provision of this Section 24 is found to be unenforceable, the remainder of this Section 24 shall remain in full force and effect, except that if the Class Action Waiver in Section 24.3 is found to be unenforceable as to any claim seeking public injunctive relief, that claim (and only that claim) shall be severed from the arbitration and brought in a court of competent jurisdiction.

25. Equitable Relief

Customer acknowledges that any breach by Customer of Section 7 (Acceptable Use Policy), Section 9 (Intellectual Property), or Section 10 (Confidentiality) may cause CleanClicks irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, CleanClicks is entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain such breach, without the requirement of posting bond, in addition to all other remedies available at law or in equity.

26. Independent Contractor; No Fiduciary Relationship

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, fiduciary, or similar relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.

27. Assignment

Customer may not assign, delegate, or otherwise transfer these Terms or any of its rights or obligations under these Terms, by operation of law or otherwise, without CleanClicks’s prior written consent (which CleanClicks may withhold in its discretion). Any purported assignment in violation of this Section 27 is void. CleanClicks may assign these Terms in whole or in part without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to any Affiliate. These Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns.

28. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be modified to the minimum extent necessary to render it valid and enforceable, and if that is not possible, that provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

29. No Waiver

The failure or delay of either party to enforce any provision of these Terms or to exercise any right or remedy shall not be construed as a waiver of that provision, right, or remedy. Any waiver must be in writing and signed by the waiving party to be effective. A waiver in any one instance shall not constitute a waiver in any other instance.

30. No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in these Terms is intended to confer or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

31. Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Addendum, any Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and communications, whether written or oral. In the event of any conflict between these Terms and any Order Form, the Order Form controls only with respect to the specific subject matter of the Order Form. In the event of any conflict between these Terms and the Data Processing Addendum with respect to the processing of Personal Information, the Data Processing Addendum controls.

32. Headings; Construction

The section headings in these Terms are for convenience only and do not affect the interpretation of these Terms. The words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation.” The word “or” is not exclusive. Words in the singular include the plural and vice versa. References to a section are references to a section of these Terms unless otherwise specified.

33. Counterparts; Electronic Acceptance

These Terms may be accepted in counterparts, including by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Customer’s electronic acceptance of these Terms (including by clicking an “accept” button, by entering into an Order Form that references these Terms, or by accessing or using the Service) has the same legal effect as a handwritten signature.

34. Authority

The individual accepting these Terms on behalf of Customer represents and warrants that he or she is at least eighteen (18) years of age and has the legal authority to bind Customer to these Terms. If the individual lacks such authority, the individual personally agrees to be bound by these Terms.

35. Government Use

The Service is “commercial computer software” and the Documentation is “commercial computer software documentation,” as those terms are defined in 48 C.F.R. §2.101. If the Service is acquired by or on behalf of any agency of the United States government, the Service and Documentation are licensed (a) for civilian agency use, in accordance with the policy set forth in 48 C.F.R. §12.212, or (b) for military agency use, in accordance with the policies set forth in 48 C.F.R. §227.7202-1 and 48 C.F.R. §227.7202-3.

36. Contact

For questions about these Terms:

CleanClicks Operated by CJF & Associates LLC d/b/a ClickPath Consultants Email: legal@cleanclicks.io 4030 Wake Forest Rd, Ste 349 Raleigh, North Carolina 27609 United States

For questions about privacy: privacy@cleanclicks.io For technical support: support@cleanclicks.io For state-DSAR appeals: appeals@cleanclicks.io For security disclosures: see the responsible-disclosure procedure at cleanclicks.io/security

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.