ClickHub Tracker — Terms of Use

1. Introduction and Acceptance

These Terms of Use ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Verticode, Inc., a company organized under the laws of the State of California, with its principal office at 1286 University Ave. #510, San Diego, CA 92103 ("Company," "we," "us," or "our"), governing your access to and use of the ClickHub Tracker platform, including all associated software, services, websites, APIs, and documentation (collectively, the "Platform").

By creating an account, accessing, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you must not access or use the Platform.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Account" means the user account created by the Client to access and use the Platform.
• "Campaign" means an advertising or marketing campaign created, managed, or tracked through the Platform.
• "Content" means all data, text, links, URLs, landing pages, offers, creative materials, configurations, and other information that the Client submits, uploads, or inputs into the Platform.
• "Subscription" means the paid access plan selected by the Client to use the Platform.
• "Subscription Fee" means the fee charged to the Client for access to the Platform under the selected Subscription plan.
• "Subscription Period" means the duration of the Client's active Subscription, whether monthly or annual.
• "Tracking Data" means all data collected, processed, and stored by the Platform in connection with the Client's use, including but not limited to click data, conversion data, visitor information, and campaign performance metrics.

3. Eligibility

You must be at least 18 years of age and capable of entering into a legally binding agreement to use the Platform. By using the Platform, you represent and warrant that you meet these eligibility requirements. The Company reserves the right to refuse service, terminate accounts, or restrict access at its sole discretion.

4. Account Registration and Security

4.1. To access the Platform, you must register for an Account by providing accurate, current, and complete information. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete.

4.2. You are solely responsible for maintaining the confidentiality of your Account credentials, including your password. You agree to immediately notify the Company of any unauthorized access to or use of your Account.

4.3. You are fully responsible for all activities that occur under your Account, whether or not authorized by you. The Company shall not be liable for any loss or damage arising from your failure to protect your Account credentials.

4.4. The Company reserves the right to suspend or terminate your Account at any time if it reasonably believes that your Account has been compromised, is being used in violation of these Terms, or for any other reason at the Company's sole discretion.

5. Subscription Plans and Access

5.1. Access to the Platform requires an active, paid Subscription. The features, capabilities, and limitations of each Subscription plan are described on the Platform's pricing page and may be updated from time to time at the Company's discretion.

5.2. The Company reserves the right to modify, add, or remove features from any Subscription plan at any time. Where practicable, the Company will provide reasonable notice of material changes to Subscription plans.

5.3. The Company may offer promotional or trial access to the Platform at its sole discretion. Any such access is subject to these Terms and may be limited in duration, features, or scope. The Company reserves the right to discontinue promotional or trial access at any time without notice.

6. Fees and Payment

6.1. The Client agrees to pay all Subscription Fees associated with the selected Subscription plan. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified.

6.2. Subscription Fees are billed in advance on a recurring basis according to the billing cycle selected by the Client (monthly or annually). The Client authorizes the Company to charge the designated payment method on a recurring basis for the applicable Subscription Fee.

6.3. All Subscription Fees are exclusive of applicable taxes, levies, and duties. The Client is responsible for paying all taxes associated with the Subscription, except for taxes based on the Company's net income.

6.4. The Company reserves the right to change Subscription Fees at any time. Changes to fees will take effect at the start of the next billing cycle following notice to the Client. Continued use of the Platform after a fee change constitutes acceptance of the new fees.

6.5. If the Client's payment method fails, is declined, or if any payment is not received by the Company when due, the Company reserves the right to immediately suspend or restrict access to the Platform until full payment is received. The Client remains liable for all outstanding fees regardless of Account suspension.

6.6. Any outstanding balances not paid within thirty (30) days of the due date may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the original due date until the date of full payment.

7. Refund Policy

7.1. As a general rule, the Company does not grant refunds. All Subscription Fees are non-refundable. Under no circumstances while using ClickHub Tracker services is the Client entitled to a refund of any expenses, costs, or other amounts incurred by the Client in connection with the use of the Platform.

7.2. If the Client terminates a Subscription prior to the end of the current Subscription Period, the Client will not receive a refund or credit for any portion of the Subscription Fee already paid for that period. The Client's access to the Platform will continue until the end of the then-current Subscription Period, after which the Subscription will not renew.

7.3. Switching from an annual Subscription to a monthly Subscription (or any plan downgrade) does not entitle the Client to a refund of the difference in fees. Any plan change will take effect at the beginning of the next billing cycle.

7.4. The Company reserves the right to issue refunds or credits at its sole and absolute discretion on a case-by-case basis. Any such refund or credit does not create an obligation to provide the same in the future.

8. Subscription Renewal and Cancellation

8.1. Subscriptions automatically renew at the end of each Subscription Period unless the Client cancels the Subscription before the renewal date. It is the Client's sole responsibility to cancel the Subscription prior to renewal if they do not wish to be charged for the next Subscription Period.

8.2. Cancellation of a Subscription must be performed through the Account settings within the Platform. The Company is not obligated to process cancellation requests submitted via email, chat, or other channels, though it may do so at its discretion.

8.3. Upon cancellation, the Client's access to the Platform will continue until the end of the current paid Subscription Period. After that date, the Client's Account may be downgraded, restricted, or terminated, and the Client's data may be deleted in accordance with the Company's data retention policies.

9. Acceptable Use

9.1. The Client agrees to use the Platform only for lawful purposes and in accordance with these Terms. The Client shall not use the Platform to:

• Track, promote, or facilitate campaigns related to illegal activities, products, or services under applicable law;
• Distribute malware, spyware, viruses, or any other harmful or malicious software or code;
• Engage in phishing, fraud, identity theft, or deceptive practices;
• Promote campaigns that contain or distribute content depicting child exploitation or abuse;
• Infringe upon or violate the intellectual property rights, privacy rights, or other rights of any third party;
• Send unsolicited communications, spam, or messages in violation of applicable anti-spam laws;
• Interfere with, disrupt, or attempt to gain unauthorized access to the Platform, its servers, networks, or systems;
• Use the Platform to conduct denial-of-service attacks, load testing, or stress testing against any third-party systems;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Platform;
• Resell, sublicense, or provide access to the Platform to third parties without the Company's prior written consent;
• Use automated scripts, bots, or other tools to access or interact with the Platform in a manner that could overload, damage, or impair the Platform's infrastructure;
• Promote campaigns in verticals or with content that violates the advertising policies of the traffic sources used by the Client.

9.2. The Company reserves the right to investigate any suspected violation of these Terms and to take appropriate action, including but not limited to suspending or terminating the Client's Account, removing Content, reporting violations to law enforcement, and pursuing legal remedies.

9.3. The Client is solely responsible for ensuring that all campaigns tracked through the Platform, including all landing pages, offers, creatives, and marketing materials, comply with all applicable laws, regulations, and industry standards in all jurisdictions where such campaigns are active.

10. Client Content and Data

10.1. The Client retains ownership of all Content submitted to the Platform. By submitting Content, the Client grants the Company a non-exclusive, worldwide, royalty-free license to use, process, store, and display such Content solely as necessary to operate the Platform and provide the services.

10.2. The Client represents and warrants that it has all necessary rights, permissions, and consents to submit Content to the Platform and to grant the license described above.

10.3. The Company does not monitor or pre-screen Content submitted by the Client. However, the Company reserves the right to review, remove, or disable access to any Content at its sole discretion, particularly if it believes such Content violates these Terms or applicable law.

10.4. The Client is solely responsible for maintaining independent backups of all Content and Tracking Data. The Company shall not be liable for any loss, corruption, or deletion of Content or data.

11. Data Processing and Privacy

11.1. The Company's collection, use, and processing of personal data is governed by the ClickHub Tracker Privacy Policy, which is incorporated into these Terms by reference.

11.2. The Client acknowledges that the use of the Platform may involve the processing of personal data of end users, visitors, or other third parties whose data passes through the Platform as part of the Client's campaigns. The Client is solely responsible for ensuring that its collection, processing, and use of such data complies with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable regulations.

11.3. The Client shall obtain all necessary consents and provide all necessary disclosures required by applicable law in connection with the collection and processing of personal data through the Platform.

12. Intellectual Property

12.1. The Platform, including all software, code, design, text, graphics, logos, trademarks, service marks, and other materials ("Company IP"), is the exclusive property of Verticode, Inc. and is protected by applicable intellectual property laws. Nothing in these Terms grants the Client any right, title, or interest in the Company IP except for the limited right to use the Platform in accordance with these Terms.

12.2. The Client shall not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, sell, transfer, display, or otherwise exploit the Platform or any Company IP without the Company's prior written consent.

12.3. "ClickHub," "ClickHub Tracker," and all associated logos and marks are trademarks of Verticode, Inc. The Client shall not use any Company trademarks without prior written consent.

13. Service Availability and Modifications

13.1. The Company will use commercially reasonable efforts to maintain the availability of the Platform. However, the Company does not guarantee that the Platform will be available at all times or without interruption. The Platform may be subject to scheduled or unscheduled downtime for maintenance, updates, or other operational reasons.

13.2. The Company reserves the right to modify, update, or discontinue any aspect of the Platform at any time, with or without notice. The Company shall not be liable to the Client or any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

13.3. The Company may, from time to time, release updates, patches, or new versions of the Platform. The Client may be required to install or accept such updates in order to continue using the Platform.

14. Third-Party Services and Integrations

14.1. The Platform may integrate with or link to third-party services, including but not limited to affiliate networks, traffic sources, advertising platforms, and payment processors. The Company is not responsible for the availability, accuracy, content, or practices of such third-party services.

14.2. The Client's use of any third-party services is governed by the respective terms and conditions and privacy policies of those third parties. The Company shall not be liable for any loss or damage arising from the Client's use of third-party services or from any acts or omissions of third-party service providers.

15. Limitation of Liability

15.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY THE CLIENT TO THE COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3. The Company shall not be liable for any loss, damage, or claim arising from: (a) the Client's failure to maintain the security of Account credentials; (b) the Client's violation of these Terms; (c) the Client's use of third-party services; (d) actions taken by traffic sources, affiliate networks, or advertising platforms; (e) any inaccuracy or incompleteness in Tracking Data; (f) lost revenue, lost conversions, or campaign performance issues; (g) data loss resulting from the Client's failure to maintain independent backups.

15.4. The Client acknowledges that the Platform is a tracking and analytics tool and that all campaign decisions, including but not limited to budget allocation, targeting, bid optimization, and creative selection, are made solely by the Client. The Company shall bear no liability for the performance, profitability, or outcome of any campaign tracked through the Platform.

16. Disclaimer of Warranties

16.1. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

16.2. THE COMPANY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET THE CLIENT'S REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE TRACKING DATA OR RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

16.3. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OF CLICK COUNTS, CONVERSION COUNTS, REVENUE FIGURES, OR ANY OTHER METRICS DISPLAYED ON THE PLATFORM. DISCREPANCIES BETWEEN DATA REPORTED BY THE PLATFORM AND DATA REPORTED BY THIRD-PARTY SYSTEMS (INCLUDING TRAFFIC SOURCES AND AFFILIATE NETWORKS) MAY OCCUR AND ARE NOT GROUNDS FOR A REFUND, CREDIT, OR CLAIM AGAINST THE COMPANY.

17. Indemnification

17.1. The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use of the Platform; (b) any Content submitted by the Client; (c) any campaign created, managed, or tracked by the Client through the Platform; (d) the Client's violation of these Terms; (e) the Client's violation of any applicable law, regulation, or third-party right; (f) the Client's failure to obtain necessary consents for data processing; (g) any claim by a third party arising from the Client's marketing activities.

18. Termination

18.1. The Company may suspend or terminate the Client's Account and access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to: (a) a breach of these Terms; (b) a request by law enforcement or a governmental authority; (c) non-payment of fees; (d) suspected fraudulent, abusive, or illegal activity; (e) discontinuation of the Platform or any part thereof; (f) at the Company's sole discretion for any reason.

18.2. Upon termination, all rights and licenses granted to the Client under these Terms shall immediately cease. The Client shall immediately cease all use of the Platform.

18.3. Termination of the Client's Account, whether initiated by the Client or the Company, does not entitle the Client to a refund of any Subscription Fees paid. All outstanding fees owed at the time of termination remain immediately due and payable.

18.4. Upon termination, the Company may delete the Client's Account, Content, and Tracking Data. The Company has no obligation to retain, return, or provide copies of any Content or data following termination. The Client is solely responsible for exporting and backing up any data prior to termination.

18.5. The following sections shall survive termination of these Terms: Sections 7 (Refund Policy), 10 (Client Content and Data), 12 (Intellectual Property), 15 (Limitation of Liability), 16 (Disclaimer of Warranties), 17 (Indemnification), 18 (Termination), 19 (Governing Law and Dispute Resolution), and 20 (General Provisions).

19. Governing Law and Dispute Resolution

19.1. These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

19.2. Any dispute arising out of or in connection with these Terms or the use of the Platform shall be submitted to the exclusive jurisdiction of the state and federal courts located in San Diego County, California. The Client irrevocably consents to the personal jurisdiction and venue of such courts.

19.3. THE CLIENT AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATION AGAINST THE COMPANY.

20. General Provisions

20.1. Entire Agreement. These Terms, together with the Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between the Client and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

20.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

20.3. Waiver. The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the Company.

20.4. Assignment. The Client may not assign or transfer these Terms, or any rights or obligations hereunder, without the Company's prior written consent. The Company may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

20.5. Force Majeure. The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, internet or network failures, power outages, hardware or software failures of third-party providers, and cyberattacks.

20.6. Modifications to Terms. The Company reserves the right to modify these Terms at any time. Material changes will be communicated to the Client through the Platform or via email. The Client's continued use of the Platform after such modifications constitutes acceptance of the revised Terms. It is the Client's responsibility to review these Terms periodically.

20.7. Notices. Any notices required or permitted under these Terms shall be sent to the Company at: [email protected] or by mail to: Verticode, Inc., 1286 University Ave. #510, San Diego, CA 92103. Notices to the Client will be sent to the email address associated with the Client's Account.

20.8. No Agency. Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Client and the Company.

20.9. Export Compliance. The Client shall comply with all applicable export control laws and regulations in connection with the use of the Platform. The Client shall not access or use the Platform from any country or territory subject to comprehensive U.S. sanctions.

20.10. Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

21. Contact Information

If you have any questions about these Terms, please contact us at:

Verticode, Inc.
1286 University Ave. #510
San Diego, CA 92103
Email: [email protected]