TERMS OF SERVICE
If you are a company, business or website that uses our cleanAD Platform, then these Terms of Service apply to you. Please note that these Terms of Service DO NOT apply to our cleanCART Platform (our services related to detecting and protecting against online shopping cart threats) and our other commercial services – such services and the use of the cleanCART Platform are governed by the terms of any platform agreement, terms of service or other commercial contract we have entered into with you relating thereto.
BY SUBMITTING AN ORDER AND/OR COMPLETING THE APPLICABLE ONLINE REGISTRATION PROCESS TO ACCESS AND USE OUR CLEANAD PLATFORM OR BY OTHERWISE USING ANY SERVICES MADE AVAILABLE BY US WITH RESPECT TO OUR CLEANAD PLATFORM, YOU AGREE TO COMPLY WITH THESE TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE OUR CLEANAD PLATFORM OR ANY OF OUR OTHER RELATED SERVICES.
THESE TERMS OF SERVICE CONTAIN AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION PROVISION, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. THESE TERMS OF SERVICE ALSO CONTAIN OTHER LIMITATIONS ON YOU, INCLUDING LIMITATIONS ON OUR LIABILITY AND YOU SHOULD READ THESE TERMS CAREFULLY.
1. User’s Acknowledgment and Acceptance of Terms.
1.1 Agreement. clean.io, Inc., a Delaware corporation (referred to as “clean.io” or “us” or “we” or “Company” or similar terms) provides an online platform that is available for use on web pages, mobile applications and/or ad serving and/or related infrastructure in order to detect and defeat malicious software code injected into web pages and/or mobile applications through advertising, navigation redirects and other similar activities (as more fully defined below, the “cleanAD Platform”). The cleanAD Platform is made available on a software-as-a-service (SaaS) basis. Users (as defined below) may register at cleanAD for Publishers webpage to access and utilize the Platform and our other Services (as defined below) in connection with their web pages, mobile applications and/or ad serving and/or related infrastructure.
1.2 Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Service are effective as of the date that you first use the cleanAD Platform or Services, click “I Agree” when these terms are first presented to you or are otherwise subject to these terms as described above. clean.io reserves the right to change these Terms of Service from time to time without notice to Users and any modifications or changes to these Terms of Service shall be effective upon such modification or amendment being posted. User acknowledges and agrees that it is User’s responsibility to review the Platform and these Terms of Service periodically and to be aware of any modifications. User’s continued use of the Platform or other Services after such modifications will constitute User’s acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.
1.3 Organizational Use. If you are entering into these Terms of Service on behalf of a company or other legal entity (an “Organization”), you represent that you have the authority to bind such Organization, its affiliates and all users who access the Platform and our other Services through your account to these Terms of Service, in which case the terms “User” “you” or “your” shall refer to such Organization and its affiliates, employees and users associated with it. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not access nor use the cleanAD Platform or any of our other services.
1.4 Scope and Other Terms and Policies. Please note that clean.io provides a variety of software solutions and service offerings to its clients. These Terms of Service apply only to clean.io’s cleanAD Platform and related Services as described herein. clean.io’s other solutions and service offerings (for instance, our cleanCART Platform that detects and protects against online shopping cart threats ) are made available pursuant to separate terms and conditions and are not covered or addressed in these Terms of Service. Please visit clean.io if you would like to learn more about clean.io’s other solutions and service offerings.
1.5 Definitions. The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.
“Affiliates” means clean.io’s owners, officers, directors, affiliated companies, suppliers, partners, sponsors, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the cleanAD Platform and any of our other Services.
“Authorized User” means employees and agents of User or User’s Organization authorized to access and use the cleanAD Platform pursuant to these Terms of Service.
“cleanAD Platform” or “Platform” means clean.io’s proprietary application programming interface, scripts and services for use on web pages, mobile applications and/or ad serving and/or related infrastructure that, collectively, detect and defeat malicious software code injected into web pages and/or mobile applications through advertising, navigation redirects and other similar activities as well as related services, data, analytics and technology, each as made available by clean.io to User and/or User’s Organization. For the avoidance of doubt, the cleanAD Platform includes the cleanAD Code and cleanAD SDK.
“cleanAD SDK” means the proprietary tools, libraries, relevant documentation, code samples, processes, and or guides that clean.io may from time to time makes available to User and/or User’s Organizaiton for use in connection with integrating, deploying, accessing and using the cleanAD Code on the User Properties.
“Malicious Threats” means malicious software code injected into web pages and/or mobile applications through advertising, navigation redirects and other similar activities.
“Order” means (i) an online order page or similar website page on the clean.io website that allows User to select any of the Services (e.g. selecting a specific offering level or plan offered by clean.io), or (ii) any order form, statement of work, or other written agreement that is signed by the parties or electronically agreed to by the parties and which sets forth the particular Services to be provided to a User.
“Personal Information” means data that can be used to identify, contact, or locate a natural person, which may include but is not limited to, name, address, telephone number, e-mail address, online contact information (including, without limitation, an instant messaging user identifier or a screen name that reveals an individual’s e-mail address), account numbers (financial and otherwise), government-issued identifier (including, but not limited to, social security number) and any other data considered personal information or personal data under applicable laws (including, in some jurisdictions, IP addresses, and where applicable cookie information and mobile identifiers).
“Qualified Impression” means any occurrence or instance that the User or User’s Organization references the cleanAD Platform regarding a single ad impression from any User Property.
“Services” means (i) the cleanAD Platform, (ii) any specific service or offering that may be provided to a User by clean.io via the cleanAD Platform, (iii) any support services and related technologies that may be provided by cleanAD in its sole discretion for maintaining and monitoring use of the Platform, and (iv) any other services or offerings that clean.io may provide from time to time to Organizations or Users related to the Platform pursuant to an Order.
“Sensitive Information” means information that: (a) relates to an individual’s race or ethnicity, religious beliefs, sexual orientation, medical records, pharmaceutical prescriptions, social security numbers or financial account numbers or (b) is collected from User Properties that are directed toward children under the age of 13 or that have actual knowledge that the information collected is from an individual under the age of 13.
“Third Party Service Provider” means those individuals, companies and entities that (i) are not competitors of clean.io (as determined in its sole discretion), (ii) are providing IT services to User (or User’s Organization) pursuant to an enforceable agreement with User (or User’s Organization) consistent with general industry standards, (iii) agree to be bound by the terms of these Terms of Service consistent with Section 2.10, and (iv) access and use the cleanAD Code and cleanAD SDK solely for the benefit of User and User’s Organization.
“User” “you” or “your” (and similar terms) means any (i) individual who (either in his or her individual capacity or as an employee, representative or agent of an Organization) is using the Platform or otherwise accessing or receiving Services hereunder, and/or (ii) any Organization and its employees and Authorized Users.
“User Properties” means the mobile websites, desktop websites and mobile applications and pages that a User or User’s Organization owns, operates, controls or manages and that are expressly identified in an Order as being covered by these Terms of Service or as mutually agreed upon in writing by the Parties.
“Visitor” means any end user, visitor or customer accessing or using a User Property.
2.1 General. Subject to the other terms and conditions of these Terms of Service, clean.io shall provide User (or User’s Organization) with the applicable Services mutually agreed upon by the parties in an Order. In furtherance of the foregoing:
- Platform Access and Use. Subject to the terms and conditions of these Terms of Service, clean.io hereby grants to User and User’s Organization and User hereby accepts (on its own behalf and on behalf of User’s Organization) a non-exclusive, non-transferable, non-sublicensable limited right to access and use, and to permit Authorized Users to access and use, the cleanAD Platform related to the User Properties during the Term consistent with any documentation provided by clean.io related to use of the cleanAD Platform. clean.io will provide access to the cleanAD Platform on a hosted basis.
- cleanAD Code Use. Subject to the terms and provisions of these Terms of Service, clean.io hereby grants to User and User’s Organization a non-exclusive, non-transferable (except as expressly permitted herein), limited right to, and to permit Authorized Users to, include and integrate the cleanAD Code into the User Properties mutually agreed upon in an Order during the Term. User Properties may be expanded to include URLs and applications upon mutual agreement of the parties (with email being sufficient acknowledgment of agreement) and such term shall include such pages and impressions for these URLs and applications upon such agreement.
- cleanAD SDK Use. In certain situations and only on a case by case basis, clean.io may make available to User and User’s Organization the cleanAD SDK for use in connection with integrating, deploying, accessing and using the cleanAD Code on the User Properties. Solely in those limited circumstances where the parties have mutually agreed that User and User’s Organization require access to the cleanAD SDK, and subject to the terms and provisions of these Terms of Service, clean.io hereby grants to User and User’s Organization a non-exclusive, non-transferable (except as expressly permitted herein), limited right and license to, and to permit Authorized Users to, use the cleanAD SDK for the sole purpose of integrating, deploying, accessing and using the cleanAD Code into and on the User Properties.
2.2 Implementation. The parties agree that the implementation plan set forth in this Section 2.2 shall apply to the implementation of the Platform on the User Properties, unless different implantation processes are mutually agreed upon. Promptly following the Effective Date or at such other time as may be specified in an Order, clean.io will make the cleanAD Code available to User and/or User’s Organization in order for User and/or User’s Organization to integrate the cleanAD Code with the User Properties. If necessary, clean.io may customize the cleanAD Code for the User or provide additional troubleshooting services if the cleanAD Code causes interaction issues with the User Properties, which may be subject to additional fees as mutually agreed upon in an Order. In addition, clean.io may provide recommendations for optimal location of the cleanAD Code within the User Properties, as based on clean.io’s experience. clean.io may also provide, at its discretion, User with additional reasonable technical requirements, integration requirements, and/or other technical or business use policies and procedures related to use of the cleanAD Code and access to the cleanAD Platform. clean.io may also make the cleanAD SDK available to use in connection with integrating, deploying, accessing and using the cleanAD Code into and on the User Properties consistent with the license and use rights granted pursuant to Section 2.1(c). User is responsible for integrating the cleanAD Code into the User Properties in accordance with clean.io’s recommendations and all requirements, policies and procedures provided by clean.io related to use or access of the cleanAD Code and the cleanAD Platform (as well as any costs related thereto). In particular, please note that clean.io recommends any initial placement of the cleanAD Code be done on a mirrored, non-production version of the User Properties to allow for thorough QA and, to the extent applicable, review of the implementation by clean.io. Additional and/or different implementation processes may be mutually agreed upon in writing in lieu of the foregoing as the circumstances require. User will promptly provide clean.io with any information, resources and assistance required by clean.io to enable the implementation or provision of the Services for User’s purposes as described in an Order and, if applicable, to provide any related training. Any dates specified in an Order are estimates only, and are contingent upon User’s timely compliance with its obligations relative to such implementation. For clarity, unless otherwise agreed to in an Order, User is responsible for the integration of the cleanAD Code into the User Properties and for all issues and matters related thereto.
2.3 Authorized Users. Authorized Users may access and use portions of the cleanAD Platform (e.g. the Platform dashboard) hereunder solely for purpose of exercising User’s rights and performing User’s obligations hereunder. Authorized Users shall be granted access through clean.io’s access and login procedures in effect from time to time (e.g. Auth0) and User’s access shall only be for up to the number of Authorized User credentials from time to time permitted by clean.io or as agreed to by the parties. User shall be responsible for verifying the status of Authorized Users, updating such lists on a regular basis and providing any such lists to clean.io upon request. clean.io shall have the right to monitor use of the cleanAD Platform by Authorized Users. User and each Authorized User are responsible for the use of, and maintaining the confidentiality of, their access credentials. User agrees to immediately notify clean.io of any unauthorized use of the cleanAD Platform of which User becomes aware. Each Authorized User accessing the cleanAD Platform shall be required to have a separate Authorized User account and sharing of accounts or access is not permitted. User shall be fully liable and responsible for each Authorized User’s compliance with the terms of this Agreement and any of their acts or omissions.
2.4 Limitations. User acknowledges and agrees that, from time-to-time, portions of, or functionality included in, the Platform and other Services may be added to, modified, or deleted by clean.io and that the Platform and other Services may change over time. clean.io may (but is not required to) expand or enhance the Services by providing additional features in the general course of clean.io’s standard development model and offering road map. If any features or functionality are at the request or timing of User (or User requests any individualized consulting, implementation or other services) there may be additional cost and the parties shall enter into a separate Order for such services. Additionally, certain new features or functionality may be priced separately and may not be included in the Fees and you may be required to pay additional amounts for such new features or functionality. User understands and agrees that temporary interruptions of the Services may occur as normal events. User further understands and agrees that clean.io has no control over third party platforms and networks that User may access in the course of the use of the Services, and therefore, delays and disruption of other network transmissions are completely beyond clean.io’s control. User understands that certain functionality and portions of the cleanAD Platform or other Services may only be available to certain parties and that not all functionality and portions of the cleanAD Platform or other Services may be available to all Users. Any new features that augment or enhance the current Services shall be subject to these Terms of Service.
2.5 Required Technology. User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the cleanAD Platform, including, without limitation, Internet access, desktop or laptop computers or other compatible devices, web browsers, browser extensions, third party applications or services, etc. (collectively, “Required Technology”). User shall also be responsible for maintaining the security of the Required Technology, User accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of any of the User accounts or the Required Technology with or without User’s knowledge or consent. User and its Authorized Users are solely responsible for complying with all third party agreements, terms of service or other legal terms applicable to the Required Technology and ensuring that they have the right to use the Required Technology in connection with the cleanAD Platform, including without limitation the right to use and integrate the User Properties with the cleanAD Platform. In order for User to make full use of the cleanAD Platform, it may be necessary for User to use particular Required Technology and User shall be responsible for procuring and maintaining such Required Technology and complying with any requirements related thereto. If User is unable to access all or part of the cleanAD Platform because it does not have access to any necessary Required Technology, this shall not constitute a breach of these Terms of Service by clean.io and clean.io shall not be liable for any loss, damage or expense which may result from User’s inability to access the cleanAD Platform.
2.6 Network Limitations. User understands and agrees that temporary interruptions of the Services may occur as normal events. clean.io may use third party providers to store, manage, and authenticate accounts and content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued services. clean.io does not guarantee or warrant that any Data that is saved, stored or collected through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to back up the files that you store or access via the Services. While we take data security and privacy seriously, you understand and agree that the technical processing and transmission of the Services, including 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. Additionally, User further understands and agrees that clean.io has no control over third party networks that you or other Users or Organizations may access or attempt to access in the course of the use of the Services, and therefore, delays and disruption of network transmissions and inaccuracies in results may be completely beyond clean.io’s control and clean.io assumes no responsibility for such delays, disruptions or inaccuracies. Without limiting the foregoing, clean.io expressly disclaims responsibility for any glitches or delays experienced by User or User’s Organization to the extent caused by Service outages or network or infrastructure interruptions. Additionally, clean.io also expressly disclaims responsibility for any Malicious Threats that are not identified and/or blocked by the Platform as a result of a Service outage or network or infrastructure interruption. User understands and agrees that the cleanAD Platform and each of the other Services are provided “AS IS”.
2.7 Your Offerings. clean.io assumes no responsibility for User’s or User’s Organization’s products, services, solutions, offerings, businesses, operations, stores, products, websites, mobile applications and other commercial activities (the “Offerings”), including, without limitation, that your use of the Service in relation to the Offerings complies with all applicable laws. You are solely responsible for providing and delivering the Offerings to your customers and Visitors and resolving all disputes with such customers and Visitors. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CLEAN.IO SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY OF YOUR OR YOUR ORGANIZATION’S OFFERINGS AND ANY CLAIMS, ISSUES, MATTERS OR OTHER INTERACTIONS WITH ANY OF YOUR OR ANY OF YOUR ORGANIZATION’S CUSTOMERS AND VISITORS.
2.8 Reservation of Rights. You acknowledge and agree that the cleanAD Platform and other Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the cleanAD Platform or Services under these Terms of Service, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Service. clean.io and its licensors and service providers reserve and shall respectively retain their entire right, title, and interest in and to the cleanAD Platform and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms of Service.
2.9 Your Responsibilities. You agree that, at all times during the Term, you shall: (i) perform those tasks and assume those responsibilities specified in the applicable Order; (ii) upon clean.io’s request, make available to clean.io yourself or other personnel from your Organization familiar with your business requirements related to the Services; and (iii) reasonably cooperate with clean.io regarding the Services (collectively, the “User Responsibilities”). Each Order shall also contain any assumptions for providing the Services and/or additional responsibilities required of you for clean.io’s performance of the Services. You understand that clean.io’s performance is dependent on your timely and effective satisfaction of the User Responsibilities hereunder and timely decisions and approvals by you and your Organization.
2.10 Third Party Service Providers. User may utilize a Third Party Service Provider to integrate and/or implement the cleanAD Code into User Properties and provide services related thereto. In such event, User and such party shall be solely responsible for related all costs or expenses. User shall be responsible for ensuring that any Third Party Service Provider enters into an enforceable agreement that binds such party to the terms of these Terms of Services and requires them to comply with, and be subject to, the terms and conditions of these Terms of Service. User shall be fully liable and responsible for each Third Party Service Provider’s compliance with the terms of these Terms of Services and any of their acts or omissions. No Third Party Service Provider shall have any authority or ability to exercise any business or technical control over the cleanAD Code or the cleanAD Platform.
3. Billing & Payment.
3.1 General. User (or User’s Organization) will pay all applicable fees for the Services as set forth in or on an Order (the “Fees”). User understands that Platform-related Fees shall be based on impression volume for User Properties. All Fees are non-cancelable and non-refundable, except as otherwise provided for herein. User will pay all Fees in U.S. Dollars. Unless otherwise specified in an Order, all Fees will be processed using Quickbooks. Different pricing models may be agreed upon on a case by case basis in an Order.
3.2 Changes to Fees and Payment Timelines. Clean.io may change Fees due with respect to any recurring Services (e.g. ongoing Platform subscriptions) upon ninety (90) days’ prior written notice. Additionally, clean.io reserves the right to change, on a pass-through basis, any third-party Fees upon ninety (90) days’ prior written notice (including if they increase ongoing Platform subscription fees). Your continued use of the Services subsequent to any change in any Fees will be deemed acceptance of such changes unless User closes its Service subscription prior to the effective date of such change and ceases all access to and use of the applicable Services. If User does not accept such Fee change, then User may terminate this Agreement by providing clean.io written notice prior to the effective date of such Fee change, and User shall only be liable to clean.io for the payment of Fees for Services provided through the effective date of termination.
3.3 Payment Authorization; Invoices; Recurring Billing. During the Evaluation Term (if any), no subscription fees shall apply. During the Subscription Term, clean.io shall invoice User and/or User’s Organization at the end of each month based on Qualified Impression volume for User Properties consistent with clean.io’s then applicable pricing or at rates otherwise mutually agreed in an Order. All invoices shall be delivered to the User and/or User’s Organization email address(es) submitted at the time of registration or as updated thereafter. User agrees to pay each such invoice within 30 days of clean.io’s email delivery thereof. User further agrees to deliver to clean.io a count of Qualified Impressions from the immediately preceding month within four (4) business days of the end of the prior month, or at such other frequency as from time to time requested by clean.io. All Fees are in US Dollars. In the event that User does not pay any invoices within such 30-day period, clean.io may charge, and User shall pay, a late fee equal to lesser of 1.5% per month or the highest amount allowed under applicable law.
3.4 Taxes. Each party shall pay all international, federal, state, and local sales, use, or other applicable taxes for which such party may become liable under the operation of these Terms of Service. User shall be responsible for any taxes related to its use of and subscription to the cleanAD Platform except for taxes based on clean.io’s gross income. Each party agrees to provide all reasonably requested information related to tax matters under this Agreement.
4. Electronic Contracting and User Notices.
User’s affirmative act of viewing or using any portion of the cleanAD Platform or any of the other Services (including, without limitation, submitting any forms or communications via the Platform) constitutes User’s electronic signature to these Terms of Service and User’s consent to enter into agreements with clean.io electronically. User also agrees that clean.io may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). clean.io can send User electronic Notices (i) to the e-mail address that User provided to clean.io (if any), or (ii) by posting the Notice through the Platform. The delivery of any Notice from clean.io is effective when sent or posted by clean.io, regardless of whether User reads or views the Notice when User receives it or whether User actually receives the delivery. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Services. User can retrieve an electronic copy of this contract by clicking on the “Terms of Service” link on clean.io’s website or as set forth in the Platform. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.
All questions, complaints, claims or other notices to clean.io shall be in writing and shall be made either via email or conventional mail to the addresses set forth below, or using any contact functions made available via the Platform.
Address: Clean.io, Inc. PO Box 7601PMB 20680 Washington, DC 20044
Any notices or communication under these Terms of Service will be deemed delivered to clean.io on the delivery date.
5. User Requirements.
5.1 Accuracy; Security. User agrees to: (i) provide true, accurate, current and complete information about User and User’s Organization as prompted by clean.io’s forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, clean.io reserves the right to terminate User’s use of the Services and withdraw any offer or agreement. You agree to keep your account information, including your login and password, secure and not to share it with any third party. You are solely responsible for the maintaining the security of your account.
5.2 Restrictions. While using Services, you agree that you will not and will not permit anyone from your Organization or any of your Authorized Users to: (i) violate any laws, third party rights or our policies; (ii) use our Services or submit any of our forms if you temporarily or indefinitely suspended from using our Services; (iii) manipulate the Platform, the other Services, email responses or interfere with any other User’s use of the Services; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, the Platform or any of our other Services or any of our business ideas, (vii) distribute viruses or any other technologies that may harm clean.io, or the interests or property of our other Users or their Organizations or their customer or Visitors; (viii) copy, modify, or distribute rights or content from the Platform or commercialize any of our Services or any information or software provided with such Services; (ix) reverse engineer, decompile, decipher, disassemble, translate or otherwise decrypt or discover the source code of all or any portion of the cleanAD Platform; (x) harvest or otherwise collect information about our Users, or their Organizations or their customers or Visitors, including email addresses, without their consent; (xi) use the Services to gain unauthorized access to clean.io’s or an Organization’s network(s) or server(s); (xii) interfere with any User’s use and enjoyment of the Platform or other Services; or (xiii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and clean.io has sole discretion to determine what constitutes prohibited conduct for Users or their Organizations. Users who violate system or network security may incur criminal or civil liability.
5.3 Age for Use of the Services. User must be 18 years of age or older to visit or use any of the Services in any manner. By, using the Platform, receiving any of the other Services or otherwise accepting these Terms of Service, User represents and warrants to clean.io that User is at least 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Service. User also represents and warrants to clean.io that User, User’s Organization and their Authorized Users will use the Services in a manner consistent with any and all applicable laws and regulations.
5.4 Remote Monitoring. clean.io shall have the right and ability to monitor User’s use of the Services remotely and/or electronically to verify User’s compliance with the terms of this Agreement. Additionally, clean.io may from time to time request, and you shall provide, certain data or information (e.g. log files associated with an event) related to the subject matter of these Terms of Service.
5.6 Remote Disablement. In the event that User breaches any of the terms of this Agreement, User acknowledges and agrees that clean.io may remotely disable or terminate User’s and User’s Organization’s use of the Platform or other Services.
6. Data and Privacy.
7. Term & Termination.
Upon the expiration of the Evaluation Term, the rights to access and use the applicable Services specified in the Order shall automatically, and without the necessity of any further action by either party, convert to a paid subscription/use right. The date of such automatic conversion is referred to herein as the “Conversion Date”.
Unless a different term is specified in an Order, this Agreement shall continue with respect to the particular Services being provided via the Order for a period of time equal to one (1) year from the Conversion Date (the “Initial Subscription Term”). Following the Initial Subscription Term, this Agreement shall automatically renew for successive one (1) year terms with respect to the applicable Services (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either party provides the other party with notice of its intention not to renew at least sixty (60) days’ prior to the end of the then-current term. The Fees specified in the applicable Order shall only apply during the Subscription Term. The Evaluation Term and the Subscription Term are together referred to herein as the “Term”.
Upon any expiration or termination of this Agreement: (a) User’s (and User’s Organization’s) right to use the cleanAD Platform granted under this Agreement shall terminate, and User shall immediately delete from its systems and servers all cleanAD Code, the cleanAD SDK and any other materials provided by clean.io; (b) User shall pay all unpaid fees that relate to the period prior to the effective date of expiration or termination within thirty days; (c) User shall cease accessing the cleanAD Platform and clean.io may terminate or disable User’s access thereto; and (d) User return to clean.io all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on clean.io’s Confidential Information, permanently erase all of the clean.io Confidential Information from its computer systems, and certify in writing to clean.io that it has complied with the requirements of this Section 7.3. The terms and conditions of these Terms of Services that would, by their nature, survive the expiration or termination of this Agreement, including without limitation, Sections 2.3 (last sentence thereof), 2.7, 2.8, 3, 4, 5.2, 5.6, 5.7, 6.3, 7.3, and 8 through 18.
8.2 Non-Disclosure and Non-Use. The Receiving party shall not disclose any Confidential Information of the Disclosing party to third parties or to the Receiving party’s employees, except those employees who require the information to perform obligations or exercise rights under these Terms of Service and who have signed a confidentiality agreement at least as protective of the Confidential Information of the Disclosing party as these Terms of Service. The Receiving party shall not use any Confidential Information of the Disclosing party for any purpose other than for the purposes contemplated by these Terms of Service. The Receiving party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing party. Without limiting the foregoing, the Receiving party shall exercise the same degree of care to protect Confidential Information of the Disclosing party as it does to protect its own highly confidential information of like nature, which shall in no event be less than reasonable care. The Receiving party shall immediately notify the Disclosing party in the event of any unauthorized use or disclosure of the Disclosing party’s Confidential Information.
9. Intellectual Property.
9.1 clean.io Ownership. By accepting these Terms of Service, User acknowledges and agree that the Platform and each of the other Services are protected by clean.io’s copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws (“Intellectual Property Rights”), and are the sole property of clean.io and/or its applicable Affiliates. Additionally, unless otherwise explicitly set forth in an Order, clean.io and/or its Affiliates shall own all right, title and interest, including all Intellectual Property Rights, in and to all inventions, improvements, developments, discoveries, marks, logos, know-how, trade secrets, notes, records, reports, drawings, designs, data, computer programs and all other works of authorship conceived, made, discovered or developed by or on behalf of clean.io in performing the Services hereunder or provided or delivered to you hereunder (collectively, the “Inventions”). Any unauthorized use of any Inventions, the Platform or other Services may violate Intellectual Property Rights of clean.io or other third parties and could result in criminal or civil penalties. Neither clean.io nor clean.io’s Affiliates warrant or represent that User’s use of any Inventions, the Platform or other Services will not and does not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that may be protected by patent applications pending in, or filed with, the United States, and clean.io may prepare and file additional patent applications in selected foreign jurisdictions.
9.2 Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, worldwide, irrevocable, and royalty-free license to any Intellectual Property Rights you may have in your feedback and suggestions to clean.io to use to improve clean.io products or services. You acknowledge that submission of feedback and suggestions is voluntarily and clean.io may consider or is developing technology that is the same or similar to your feedback or suggestions.
9.3 User Rights. User retains all right, title and interest in the User Properties, the technology utilized by User to operate the User Properties (but not including the cleanAD Platform), and all intellectual property and intellectual property rights related thereto, including but not limited to all patent, trademark, copyright, trade secret and all other intellectual property rights therein.
10. Audit Rights.
User shall keep reasonable records and data relating to its use of the cleanAD Platform (including impression count) and compliance with the applicable terms of this Agreement. clean.io or its agents or representatives may, upon reasonable notice and during normal business hours inspect User’s records related to compliance with the terms of this Agreement provided such audit may be only performed once per calendar year during the Term (or more frequently if clean.io has a good faith belief in any material non-compliance of applicable terms or breach of this Agreement). clean.io shall have the right and ability to monitor use of the cleanAD Platform remotely and/or electronically to verify User’s compliance with the terms of this Agreement.
11. Warranties; Disclaimer of Warranties.
11.1 User Warranties. User represents and warrants (on its own behalf and on behalf of User’s Organization) to clean.io that: (i) it has the full right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement; (ii) the individual executing the Order on behalf of User has all necessary authority to bind User to the terms of this Agreement; (iii) User and its employees are and will remain in compliance with this Agreement and all applicable laws and regulations; (iv) User has the right to grant to clean.io the licenses provided herein; (v) User has the full legal authority to allow all activities required by all Orders (if any) to occur without approvals from any other person or entity; and (vi) User or User’s Organization either (a) owns, and shall own during the Term, all of the User Properties, or (b) has all rights and licenses necessary to integrate the cleanAD Code with the User Properties and use the cleanAD Platform on the User Properties.
11.2 Disclaimer of Warranties. THE PLATFORM, THE SERVICES, AND ALL SERVICES PROVIDED THROUGH, THE PLATFORM AND/OR THE OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CLEAN.IO MAKES NO WARRANTY THAT (A) THE PLATFORM AND OTHER SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE PLATFORM AND OTHER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR OTHER SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, OR APPROPRIATENESS OF ANY INFORMATION MADE AVAILABLE TO USER VIA THE PLATFORM OR OTHER SERVICES, OR (E) THE PLATFORM OR THE SERVICES (INCLUDING summarized content) WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. NO USE OR DISTRIBUTION OF THE PLATFORM IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. CLEAN.IO SPECIFICALLY DISCLAIMS ANY REPRESENTATION AND WARRANTY THAT THE PLATFORM WILL (1) BLOCK ANY OR ALL MALICIOUS ADS OR SOFTWARE (OR ANY OTHER UNWANTED ADS OR PAGE EXPERIENCES) OR (2) NOT AFFECT USER PROPERTY PERFORMANCE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
12. Limitation of Liability.
IN NO EVENT SHALL CLEAN.IO BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT CLEAN.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE SERVICES, OR ANY DATA ACCESSED VIA OR COLLECTED BY THE PLATFORM OR SERVICES. CLEAN.IO AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER'S USE OR ACCESS TO THE PLATFORM OR ANY OF THE SERVICES SHALL BE $100. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER IN THOSE PARTICULAR JURISDICTIONS. WITHOUT LIMITING THE ABOVE, CLEAN.IO SHALL NOT BE LIABLE FOR AND HEREBY EXPRESS DISCLAIMS ANY RESPONSIBILITY FOR ANY CLAIMS OR ACTIONS BY THIRD PARTIES WITH RESPECT TO INFRINGEMENT CLAIMS AND CLEAN.IO SHALL NOT INDEMNIFY OR DEFEND USER FOR ANY CLAIMS RECEIVED FROM THIRD PARTIES WITH RESPECT TO ANY INFRINGEMENT OR PATENT MATTERS RELATED TO USER’S USE OF THE SERVICES.
EACH PARTY AGREES AND DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT AGAINST THE OTHER PARTY FOR ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST CLEAN.IO MORE THAN ONE YEAR AFTER THE DATE OF SERVICE UNDER THIS AGREEMENT.
User agrees to defend, indemnify, and hold clean.io and clean.io’s Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees (collectively “Claims”), that arise from, are related to or otherwise are connected with (i) User’s use or misuse of the Platform and/or any of the other Services; (ii) any misrepresentation, fraud or other act or omission that is inconsistent with the requirements of the Platform or any agreements entered into between clean.io and User; (iii) any breach of any provision of these Terms of Service; (iv) any violation of applicable law by User; (v) any violation of any intellectual property rights by User, whether clean.io's rights or those of any third party; (vi) any claims related to the User Properties, including, without limitation, claims by the owners of any User Properties that are operated or managed by User or User’s Organization (if not owned by User or User’s Organization; (vii) any claims related to User’s Offerings; (viii) any claims or issues related to third party integrations or third party technology or platforms utilized by User; or (ix) any claims by third parties (including User’s employees, agents, customers and Visitors), including as related to User’s use of the Services. clean.io reserves the right, at clean.io’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with clean.io in asserting any available defenses.
14. International Use.
15. Law; Venue.
User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Service and any claim or dispute that has arisen or may arise between User and clean.io, except as otherwise stated in these Terms of Service. All actions related to these Terms of Service shall take place in Baltimore, Maryland.
16.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” User agrees that any and all disputes or claims that have arisen or may arise between User and clean.io, whether arising out of or relating to this Agreement or in connection with Users use of the Platform or other Services, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that User may assert individual claims in small claims court, if User’s claims qualify. User agrees that, by agreeing to this Agreement, User and clean.io are each waiving the right to a trial by jury or to participate in a class action. User’s rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.
16.2 Prohibition of Class and Representative Actions and Non-Individualized Relief. User and clean.io agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both User and clean.io agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
16.3 Pre-Arbitration Dispute Resolution. clean.io is always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to the participant’s satisfaction by emailing clean.io’s support team at [insert email address]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to clean.io should be sent to clean.io at [insert address] Attn: [insert attention party] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If clean.io and User do not resolve the claim within sixty (60) calendar days after the Notice is received, User or clean.io may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by clean.io or User shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which User or clean.io is entitled.
16.4 Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless clean.io and User agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If User’s claim is for $10,000 or less, clean.io agrees that User may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If User’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
16.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.
16.6 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
16.7 Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause 16.2 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause 16.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
17. Entire Agreement.
18.1 Assignment; Reproduction of Sites. User may not assign User’s rights and obligations under these Terms of Service to any third party, and any purported attempt to do so shall be null and void. clean.io may freely assign clean.io’s rights and obligations under these Terms of Service and transfer, assign or novate these Terms of Service.
18.2 Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, clean.io shall be excused from liability for non-delivery or delay in delivery of products and services available through the Platform or other Services arising from any event beyond clean.io’s reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, pandemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond clean.io’s reasonable control, whether or not similar to those which are enumerated above.
18.3 Enforceability; Severability. If any part of these Terms of Service are held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
18.4 No Waiver. Any failure by clean.io to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision or a waiver of clean.ios right to enforce or exercise any such provision of these Terms of Service in the future.
18.5 Intended Beneficiaries. These Terms of Service are strictly between clean.io and User. There are no intended third party beneficiaries of these Terms of Service.
18.6 Publicity. User hereby grants clean.io a limited right and license to use the User (and User’s Organization’s) trademarks, service marks, logos and trade dress in clean.io’s marketing materials and to identify User as a customer and user of the cleanAD Platform. clean.io shall comply with any reasonable written trademark usage guidelines or policies provided to it. In addition, the parties may mutually agree to press releases or other joint marketing initiatives from time to time during the Term.
18.7 Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Services and related documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Service and will be prohibited except to the extent expressly permitted by the terms of these Terms of Service.
18.8 Use of Words. The term “including” as used in these Terms of Service shall mean “including, without limitation,” unless the context otherwise requires.
BY USING THE PLATFORM AND/OR ANY OF OUR OTHER SERVICES AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS VIA THE SERVICES, USER AGREES TO BE BOUND BY THESE TERMS OF SERVICE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE PLATFORM NOW AND CEASE ALL FURTHER USE THEREOF AND OF ALL OTHER SERVICES.