Clickful Terms of Service
Last updated on 30 April 2018
Your agreement is with Designjar Limited (Company Registration No.2358082), a company registered in Hong Kong. "We" or "Clickful" should be construed accordingly.
1. Our services
1.1 Nature of our services
Clickful is a cloud-based legal software service for businesses to create, manage, and automate the optimisation of their online advertising campaigns. Our Services are subscription based. Please refer to our Site and your contract with us when you sign up for details of the features and Services included in each plan.
1.2 Facebook or Instagram account
We provide you with a technical application which allows you to publish and manage ads on www.facebook.com ("Facebook") and www.instagram.com ("Instagram") and their related mobile applications (the "Facebook and Instagram Mobile Apps"). Therefore, in order to use our Services, you must be a registered Facebook or Instagram user and have an advertising account with Facebook or Instagram. The scope of our Services is currently limited to creation and management of advertising campaigns on Facebook and Instagram.
1.3 Our Site and our App
The information and tools we provide is for general use only and does not in any way constitute a definitive opinion on how to implement or manage Facebook and Instagram ads.
1.4 Third Party Content, Services and Integrations
Clickful integrates with third-party software (including, but not limited to, Facebook and Instagram) to provide a full suite of functionalities to our users. While we take into account industry standards, security level, and functionalities in choosing our integration partners, we are not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.
We are not responsible for any services provided by Facebook, Instagram, the Facebook and Instagram Mobile Apps, or for any other services, information or content accessed or purchased through Clickful, which you may be able to access, use or connect to with our Services (together, the "Third-Party Services"). If you access a Third-Party Service through us, you do so at your own risk. When accessing Facebook or Instagram services, you are responsible to comply with all of their terms, conditions, policies and guidelines which they may impose on their users including those published at https://www.facebook.com/terms.php, and https://www.facebook.com/policies/ads/ (the "Third-Party Terms").
You remain responsible for the payment of the ads purchased through our Services directly to Facebook or Instagram.
2. Changes to our service
We may at any time suspend or discontinue any feature, plan or any part of our Services, including the support for certain devices or platforms. Our Services may also be affected by acts of nature or force majeure events.
3. Beta services
We may release products and features that we are still testing and evaluating ("Beta Services"). These Beta Services are marked "beta", "preview", "early access", or "trial" (or with any words or phrases with similar meanings) and please keep in mind that these Beta Services may not be as reliable as our other Services.
4. Accessing our services
We make every effort to ensure that our Services are always available, but our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We do not guarantee that our Services will be free from bugs or viruses. You are responsible for configuring your information technology, computer programmes, and platform in order to access our Site and our App. You should use your own virus protection software.
5. Your account
In registering for a Clickful account, you must provide truthful and accurate information about yourself. You must safeguard your password to the Services and keep your account information current. You are advised to use a strong password, i.e. a password that uses a combination of upper and lower case letters, numbers, and symbols.
Do not share your account credentials or give others access to your account. If and when we detect that a login has been used by multiple users, we will treat this as a serious breach of security and we may suspend or terminate your account.
We also have the right to disable any password, whether chosen by you or allocated by us, at any time if we believe you are in breach of these Terms.
6. Your licence to use our Services
So long as you comply with these Terms, we give you a worldwide, limited, non-exclusive, royalty-free, non-assignable, non-transferable, and revocable licence to use our applications solely to access the Services.
7. Fair usage limit
We reserve the right to suspend or terminate your account if (i) we believe that you are not using our App in a way that is consistent with your own business use or (ii) we suspect that you are in any way connected with a competitor or a potential competitor of Clickful, wherever based, and regardless of whether or not Clickful operates in that jurisdiction.
8. Our rights
All intellectual property rights subsisting in the Services belong to us or have been lawfully licensed to us for use in connection with the Services. All rights under applicable laws are hereby reserved. You must not upload, post, publish, reproduce, transmit, or distribute any content or component of our Site in any way, or create any derivative works with respect to any such content or component.
9. Your content
You are solely responsible for all information, text, images, photos, videos, audio, documents and other content in any media and format which is provided or made available to us in connection with your use of our Services that you upload, publish, display, link to, or otherwise make available via our Services. We have the right but no obligation to review, filter, block, or remove any User Content that you publish or make available via our Services.
Under no circumstances will we be liable in any way for User Content posted on or made available through our services by you or any other third party.
Any document that you create, store, and e-sign in the App is stored in encrypted form on disk and securely transmitted with TLS/SSL encryption. All your conversations with us on live chat are secured during transmission using TLS/SSL encryption. A small number of our personnel have limited, need-only access to customer data, and may only access that data to service a request from customers.
Please note that the metadata of User Content (i.e. content that has been entirely stripped of any personal identifiers) is used internally by us to continually improve the product experience.
We will never use or disclose identifiable User Content in any way without your specific consent (unless we are required by applicable laws or regulations or at the request of government or law enforcement authorities or officials to do so).
10. Copyright policy
Clickful respects intellectual property rights of others and ask that you do too. In the event of suspected copyright infringement, please email us through Live Chat or at firstname.lastname@example.org. We will respond to notices of alleged copyright infringement that comply with applicable legal requirements and properly provided to us.
We value and welcome feedback on our Services and any suggestions on how we can improve. You agree that we are free to use, disclose, adopt, and/or modify any feedback and information (including any ideas, concepts, proposals, suggestions or comments) provided by you to us in connection with the Services and/or your use of the Services ("Feedback") without any payment to you. You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption, and/or modification of any of your Feedback.
12. Limitation on liabilities
To the fullest extent permitted by law, Clickful and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, and licensors (collectively, "Clickful Entities") expressly limit their liabilities in connection with or arising out of the provision of the Services as follows. Some jurisdictions may not allow the disclaimers in this clause; if that’s the case they will not apply to you.
12.1 No assurance
We strive to provide the best services, but there are certain things that we cannot guarantee. The Services (including all content and reports generated by our App) are provided on an "as is" and "as available" basis. No assurance, representation, or warranty of any kind is made, whether express or implied, about the Services (including any Beta Services). In particular, Clickful Entities expressly disclaim any warranties of merchantability or fitness for a particular purpose and non-infringement of our Services (including any Beta Services).
While we make every effort to ensure the quality of our Services, the Clickful Entities make no representation or warranty that:
- the information or content provided as part of our Services will be entirely correct and up to date;
- our Services are free from bugs or viruses;
- your correspondence with us will be free from interception, corruption, error, delay, or loss;
- access to our Services will always be available or uninterrupted;
- our Services will meet your requirements or sufficiently address your needs in any specific circumstances;
- use of our Services will achieve any particular result; or
- the results that arise from the use of our Services will meet your expectations.
You must exercise and rely solely on your own skill and judgement in your use of the Services, including your interpretation or use of the information or content available as part of the Services.
12.2 Limitation of liabilities
We do not exclude or limit our liability to you where it would be illegal to do so – this includes any liability of any Clickful Entity for fraud or making fraudulent misrepresentation in providing the Services.
In countries where the following types of exclusions are not allowed, we will be responsible to you only for the losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of contract with you. This clause does not affect any consumer rights that cannot be waived or limited by way of contract or agreement.
In countries where exclusions or limitations of liabilities are allowed, no Clickful Entity would be liable for:
- any indirect, special, incidental, punitive, exemplary, or consequential losses or damages; or
- any loss of profit, business, or data
arising out of the use of, or the inability to use, our Services. These exclusions or limitations apply regardless of whether or not any Clickful Entity has been advised or notified of such losses or damages.
If you use the Services for any purpose other than your own commercial use (including for re-sale, which is not permitted under the Acceptable Use Policy), none of the Clickful Entities will be liable to you for any loss of profit or business, business interruption, or loss of business opportunity.
Clickful Entities are not responsible for the conduct of any user of the Services, whether online or offline.
Other than the types of liabilities we cannot limit by law, the liabilities of the Clickful Entities to you are limited to the amount you have paid to Clickful (if any) for the Services under the current term of your service plan.
13. Your representation and warranty
You agree to indemnify and hold us harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these Terms, (i) your use of our Services and/or (iii) any misrepresentation made by you. You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Services or these Terms.
15. Change of these terms
We may revise these Terms from time to time in order to reflect the latest improvements or enhancements made to our Services or latest changes in applicable laws or regulations. If we make any material changes to these Terms, we will notify you by in-app notification or by email to the email address registered with us. If you do not agree to any revised Terms, you should cancel your subscription. By continuing to use our Services after the changes come into effect means that you agree to be bound by the revised Terms.
These Terms will continue to apply until terminated by you or us as follows. You may stop using our Services at any time.
We reserve the right to suspend or terminate your access to the Services if:
- you are in serious or repeated breach of these Terms (including failure to make proper payment to us);
- you are using the Services in a manner that would cause a real risk of harm or loss to us, other users, or the public;
- we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations, or legal processes; or
- our provision of the Services to you is no longer possible.
We will notify you by the email address associated with your account or at the next time you attempt to access your account unless we are prohibited from notifying you by law. Upon termination of your access, these Terms will also terminate except for clauses 12 to 20.
We will report any breach of these Terms or the Acceptable Use Policy to law enforcement authorities where we think fit, and we will co-operate with such authorities by disclosing your identity and providing any information about you within our systems to them.
17. Waiver and severability
Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting our intent as closely as possible.
18. Assignment of rights
You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our holding company, affiliates, or subsidiaries, or to any successor in interest of any business associated with the Services.
19. Dispute resolution
We wish to address your concerns without going through a formal legal process. Before filing a claim against Clickful, you agree to try to resolve the dispute informally by contacting email@example.com. We will respond to you by email as soon as practicable; however a lack of response shall not be deemed to constitute any acquiescence or waiver. We will try our best to resolve the dispute informally within thirty (30) days. If the dispute is not resolved within such a period, you or Clickful may bring a formal proceeding.
Clickful and you agree that all disputes, controversies, and claims arising out of or in relation to the Services, these Terms and our Payment Terms (including the existence, validity, interpretation, performance, breach, or termination thereof) shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules.
The law of arbitration shall be Hong Kong law and the place of arbitration shall be Hong Kong. The number of arbitrators shall be one, except where the amount in dispute exceeds USD 50,000, in which case the number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.
For the avoidance of doubt, any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.
Notwithstanding the foregoing, you or Clickful may bring an individual action in a small claims court. You agree that, by entering into these Terms, you and Clickful are each waiving the right to bring an action in a court of law (save the small claims court) or to participate in a class action.
If we make any future change to this dispute resolution clause, that change will not apply to any dispute of which notice of arbitration has been filed on or before the effective date of the change.
20. Governing law
These Terms and our Payment Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
If you have any question about the Services or these Terms, please contact us on Live Chat or by email at firstname.lastname@example.org.
Acceptable Use Policy
- As part of the Terms of Service, you agree not to misuse our services ("Services") or help anyone else to do so. For example, you agree not to do any of the following in connection with our Services:
- use our Services for unlawful or unauthorised purposes;
- re-sell or attempt to benefit in a commercial fashion from any content available as part of the Services;
- sell the Services unless specifically authorised to do so;
- probe, scan, or test the vulnerability of any system or network;
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas or parts of the Services or shared areas of the Services that you haven’t been invited to;
- interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Services, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Services;
- access, search, or create accounts for the Services by any means (automated or otherwise) other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk) or attempt to do so;
- send unsolicited communications, promotions or advertisements, or spam;
- forge any TCP/IP packet header or any part of the header information in any email;
- send altered, deceptive, or false source-identifying information, including "spoofing" or "phishing";
- abuse referrals or promotions;
- post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;
- violate the letter or spirit of our Terms of Service;
- violate applicable laws or regulations in any way; or
- violate the privacy or infringe the rights of others.
You acknowledge that the above is not an exhaustive list.