MAIN SERVICES AGREEMENT
We have updated Sitewit Corp’s Main Services Agreement (the “Agreement”) (formerly called the Internet Terms of Service). This Agreement is effective as of June 8th, 2024 if you are a new subscriber. If you are an existing Subscriber, Sitewit Corp is providing you with prior notice of these changes, which will be effective as of July 8th, 2024. For the previous version of the Agreement, please click here.
THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS, AND END-USERS, WHETHER IN CONNECTION WITH THE SERVICES.
This Agreement is entered into by and between Sitewit Corp (d/b/a Kliken) and its fully-owned subsidiary Kliken GmbH (together, “Sitewit” or the “Company”) and you, the Subscriber (“You” or “Subscriber”). Any policy or document referred to within this Agreement should be considered part of this agreement, and read in conjunction with the Agreement.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Sitewit that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority or do not agree with this Agreement, You must not use or authorize any use of the Services. You and Sitewit shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.
The purpose of this Agreement is to establish the terms and conditions under which You may purchase Sitewit’s Services and the applicable standards for continued use of the Services.
GENERAL TERMS AND CONDITIONS
SECTION 1. ACCESS TO THE SERVICES
1.1 Service. Sitewit will make the Services and Service Data available under this Agreement. Sitewit will use commercially reasonable efforts to make the Services available on a continual basis, except during (a) Planned Downtime, (b) unscheduled maintenance,(c) and/or systems outages that may exist with the advertising platform or other third-party external service suppliers.
1.2 Modifications. You acknowledge that Sitewit may modify the features and functionality of the Services during the Subscription Term. Sitewit shall provide the Subscriber with thirty (30) days advance notice of any deprecation of any material feature or functionality. Sitewit will not materially decrease the overall functionality of the Services purchased by You during the Subscription Term.
SECTION 2. LICENSE AND USE OF THE SERVICES
2.1 License. The Subscriber is hereby granted a revocable, non-transferable, and non-exclusive license to Sitewit’s Services.
2.2 Login Management. SiteWit will issue to one Subscriber employee (“Designee”) an individual login identifier and password. Only the Designee shall be authorized to legally act on behalf of the Subscriber in connection with the SiteWit Services. The Designee shall assign any other authorized Subscriber users (“Authorized User”) a unique login identifier and password and be responsible for such Authorized User’s access to the SiteWit Services. You shall require the Designee and all Authorized Users to execute appropriate Nondisclosure Agreements and use reasonable efforts to ensure that each Authorized User will: (a) not disclose such login identifier to any person or entity; (b) be responsible for the security of his or her login identifier; and (c) use the SiteWit Services without notice in accordance with the terms and conditions of this Agreement. You will be responsible for advising its Desginee and each Authorized User of their obligations under this Agreement and all related costs. SiteWit reserves the right to deny or revoke access to the SiteWit Services without notice if it reasonably believes Subscriber, its Designee, or its Authorized Users are in breach of this Agreement. At Your sole expense, you will be responsible for procuring all equipment or other software required to use SiteWit Services.
2.2 Compliance. As between Subscriber and Sitewit, You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under an Account, which Sitewit may verify from time to time. Without limiting the foregoing, Subscriber will ensure its use of the Services complies with all applicable laws and regulations and any privacy notices, agreements, or other obligations Subscriber may maintain or enter into with Agents or End-Users.
2.3 Content and Conduct. You agree to comply with the below Content and Conduct requirements, as well as those Conduct & Content requirements of the advertising platforms on which the Services purchased operate. Violation of these may result in Sitewit refusing service at any time.
2.4 Licensors. You agree that third-party licensors may provide Sitewit’s Services to You. For all Sitewit Services provided by third-party licensors, You agree to abide by any third-party terms and conditions.
2.5 Advertising Networks. SiteWit Services are intended to support Your management of pay-per-click or other forms of online advertising. While providing active management services, SiteWit may interact with third-party advertising networks, typically through published application programming interfaces. You agree to allow SiteWit to automatically transmit data to and from such third-party advertising networks or otherwise transmit instructions to all advertising accounts that are explicitly associated with SiteWit. As such, You warrant all permissions and rights to allow such interactions. You also agree that SiteWit is not responsible for any liability related to programmatic communications between SiteWit and any third-party advertising networks on Your behalf. You acknowledge that any third-party advertising services are provided through outside agreements between You and a designated advertising provider and are not owned or controlled by SiteWit. All data originating from third-party advertising networks is subject to errors or delays in collection and transmission. SiteWit relies on such third-party data for analyses and the development of suggested advertising campaign policies and, therefore, does not warrant the accuracy or timeliness of the analytic results. Any recommendations or suggestions made by SiteWit are simply opinions based on the best available data from third-party advertising networks. You assume all responsibility to verify such opinions directly through your advertising network accounts before making any advertising decisions.
2.6 Continuing Operations. SiteWit carries no guarantee of uninterrupted access. You bear all responsibility for maintaining adequate backup data and the ability to conduct business without access to SiteWit’s Services, relying solely on direct access to Your third-party advertising network accounts. Furthermore, You acknowledge that SiteWit Service access (and all mediated access to third-party advertising networks) may be modified, suspended, or terminated at any time for any reason. SiteWit assumes no liabilities for such service interruptions.
2.7 No Competitive Access. You may not access the Services for competitive purposes or if You are a competitor of Sitewit.
SECTION 3. CONFIDENTIAL INFORMATION
3.1 Confidential Information. The term “Confidential Information” includes any software or data related to software provided by SiteWit, the login identifiers and/or passwords provided to You, the prices charged, or information delivered under this Agreement. You acknowledge and agree that (a) the Confidential Information constitutes valuable trade secrets and (b) it will not disclose, or permit to be disclosed, the Confidential Information without prior written consent. You will safeguard the confidentiality of the Confidential Information, including, at a minimum, those precautions taken to protect its Confidential Information. Confidential Information will not include publicly available information already in the other party’s possession and not subject to a confidentiality obligation; independently developed by the other party without reference to the disclosing party’s Confidential Information or required to be disclosed by order of a court or other governmental entity.
SECTION 4. INTELLECTUAL PROPERTY RIGHTS
4.1 Proprietary Rights. “Proprietary Rights” mean all interests of SiteWit Services in source code, know-how, business information, and any rights that are protectable by law and the courts in any jurisdictions, including, without limitation, copyrights, invention registrations, patents, designs, trade secrets, trademarks, service marks, and trade dress. All proprietary rights not expressly granted in the License of 2.1 are reserved to SiteWit Services; you shall use the proprietary rights granted under the License of 2.1 solely to access and use the services of SiteWit Services, and any proprietary rights granted in the License of 2.1 are automatically terminated upon the termination of this Agreement. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other Proprietary Rights of SiteWit Services during the term of this Agreement and/or after the termination of this Agreement.
4.2 Trademarks. SiteWit Services trademarks, trade names, service marks, logos, trade dress, other names, marks and domain names, and related product and service names, design marks, and slogans are the sole and exclusive property of SiteWit Services. You shall not use any of the foregoing in any advertising, publicity, or in any other commercial manner except with express written permission of SiteWit Services.
4.3 Copyrights. SiteWit's works of authorship that are fixed in a tangible medium of expression are copyrighted upon publication. You shall not use any SiteWit copyrighted materials, except as permitted under Section 2, and you shall not copy, reproduce, distribute, or make derivative works of any copyrighted materials of SiteWit Services without the express written permission of SiteWit Services.
4.4 Suggestions. Any feedback, data, questions, survey responses, ideas, or other types of suggestions and the like (collectively “Suggestions”) that are made by You to SiteWit Services, whether solicited or unsolicited, shall be the sole property of SiteWit Services. Sitewit Services shall not be obligated to pay You anything in return for the Suggestions, even if SiteWit Services decides to use the Suggestions to improve the services offered to other customers.
4.5 Customer Content. “Customer Content” means text and images that are uploaded to SiteWit servers or otherwise posted to Your website. SiteWit has no obligation to review Customer Content prior to You posting Customer Content on Your website. You will not upload any content not owned by You or licensed by You for use on Your website.
4.6 Copyright Infringement. SiteWit Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data, or material in violation of federal, state, or local law or regulation is prohibited, including, without limitation, infringement of trademark, trade secret, or other intellectual property rights. SiteWit Services has the right to block, suspend access, or otherwise remove, without notice, anything that SiteWit believes, in its sole discretion, violates this provision. The sole remedy is to request reversal of any block, suspension, or removal after showing to the satisfaction of SiteWit Services that You have a proper right to use and display the blocked, suspended or removed materials.
SECTION 5. TERM, CANCELLATION, AND TERMINATION
5.1 Term. This Agreement will be effective on the date You first use the SiteWit Services and shall continue thereafter on a month-to-month basis unless terminated via Your account or in writing (electronic) in accordance with 5.2 or as otherwise provided herein.
5.2 Cancellation and Termination. Cancellation and termination details can be found in our Cancellation Policy here.
5.3 Refunds. Customers may be eligible for a refund relating to their services, as governed by our Refund Policy, which is located here.
5.4 Export of Service Data. Upon the Subscriber’s written request, Sitewit will make Service Data available to the Subscriber for export or download. Please note, by our Cancellation Policy, Sitewit will have no obligation to maintain or provide any Service Data, and therefore, it may be deleted in accordance with our Cancellation Policy.
SECTION 6. BILLING, PLAN MODIFICATION AND PAYMENTS
6.1 Payments & Billing. All charges are due in full upon the commencement of the Service. By entering into this agreement, You agree to be charged on a recurring basis as set forth within our Recurring Billing Policy at the then applicable fee schedule. You are responsible for providing valid and current payment information. You agree to promptly update the Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Subscription Charges or any other charges within five (5) days of Sitewit’s notice to You that payment is delinquent, or if You do not update payment information upon Sitewit’s request, in addition to other remedies, Sitewit may suspend access to and use of the Services by Subscriber, Agents, and End-Users.
SECTION 7. TEMPORARY SUSPENSION
7.1 Temporary Suspension. Sitewit reserves the right to restrict functionalities or suspend the Services (or any part thereof), the Subscriber’s Account, or the Subscriber’s and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable, or quarantine any Service Data or other content if (a) Sitewit reasonably believes that Subscriber, Agents or End-Users have violated this Agreement; or (b) Sitewit suspects or detects any Malicious Software connected to a Subscriber’s Account or use of a Service by Subscriber, Agents or End-Users or (c ) the Subscriber has initiated a dispute relating to account payments. Sitewit shall not be liable to the Subscriber, Agents, End-Users, or any other third party for any modification, suspension, or discontinuation of the Subscriber’s rights to access and use the Services.
SECTION 8. INDEMNIFICATION
8.1 Indemnification by Subscriber. The Subscriber will indemnify, defend and hold Sitewit harmless against any claim brought by a third party against Sitewit (a) arising from or related to Subscriber, Agents’ or End-Users use of a Service in breach of this Agreement (and not arising solely from the Service itself); or (b) alleging that Subscriber Marks or content selected by Subscriber in the design and implementation of the Services, including but not limited to the URL, graphics, illustrations, logos, and marks, or Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) Sitewit promptly notifies Subscriber of the threat or notice of such claim; (ii) Subscriber will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, Subscriber shall not settle or compromise any claim that results in liability or admission of any liability by Sitewit without Sitewit’s prior written consent); and (iii) Sitewit fully cooperates with Subscriber in connection therewith.
SECTION 9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. In no event shall Sitewit and/or its suppliers be liable for any indirect, punitive, special, incidental, or consequential damages whatsoever, including, but not limited to, damages for loss of use, data, or profits (however arising, including negligence) even if Sitewit or any of its suppliers has been advised of the possibility of damages, arising of or in connection with;
Without limiting the preceding, neither SiteWit nor its suppliers are responsible for any of Your data residing on the Service or SiteWit’s suppliers’ hardware. You are responsible for backing up Your data and information that may reside on the SiteWit Services or SiteWit suppliers’ hardware, whether or not such information is produced through the use of the SiteWit Services. It is Your responsibility to take the necessary steps to ensure that Your primary means of business are maintained (if applicable).
SECTION 10. DISCLAIMER AND WARRANTIES
10.1 Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. SITEWIT CORPORATION AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S EXPECTATIONS. Sales performance of Your business is related to a number of items outside of Sitewit’s control, and therefore, Sitewit makes no representation that the product will generate increased financial returns. Sitewit’s services are solely for use in supporting the creation of your advertising campaigns for placement on your chosen advertising platform.
10.2 Customer Usage. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. SITEWIT CORPORATION AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE AND THE CUSTOMER SITE(S) “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. It is Your sole responsibility to ensure that the selected keywords, campaign parameters used for targeting, content utilized within the Ad and on Your webpage, and content generated from Sitewits engine for utilization on social media platforms are implemented correctly and as intended and You agree you will not hold Sitewit responsible for any issues which may arise with your campaign.
10.3 Utilization of Software. Any material downloaded or otherwise obtained through the use of the service, or customer sites is done at the customer's own discretion and risk, and the customer will be solely responsible for any damage to their computer system or loss of data that results from the download of any such material.
SECTION 11. DISPUTE RESOLUTION AND ARBITRATION
11.1 Governing Law. This Agreement shall be governed by the laws of Florida, United States, without regard to its conflict of law principles.
11.2 Informal Resolution. Before initiating formal legal proceedings, the parties agree to first attempt to resolve any dispute informally by notifying each other of the issue and engaging in good faith negotiations for at least 30 days.
11.3 Binding Arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its rules. The arbitration shall be conducted virtually, unless parties agree a physical location is preferable and necessary. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
11.4 Exceptions to Arbitration. The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) disputes seeking to enforce or protect, or concerning the validity of, any of your or SiteWit’s intellectual property rights; and (b) any claim for injunctive relief.
11.5 Costs and Fees. Each party shall bear its own costs and fees associated with the arbitration, unless the arbitrator determines that an award of costs and fees is appropriate under the circumstances.
11.6 Waiver of Jury Trial. The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, electing instead to have their disputes resolved by a neutral arbitrator.
11.7 Severability. If any part of this arbitration agreement is found to be invalid or unenforceable, the remaining parts shall remain in full force and effect.
11.8 Confidentiality. All aspects of the arbitration proceeding, including the decision, shall be strictly confidential.
SECTION 12. OTHER
12.1 Acts of God. Events of Force Majeure shall excuse performance hereunder specifically including, but not limited to, acts of God, acts of terrorism, civil or criminal disobedience, and power, communications, satellite, or network failures.
12.2. Waiver. Waiver or modification of this Agreement shall not be effective unless executed in writing and signed by an authorized representative of SiteWit and Customer.
12.3 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.
12.4 Press Releases. SiteWit shall have the right to use the Customer’s name in press releases and similar items.
12.5. Legal Matters. This Agreement shall be governed by the laws of Florida, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Hillsborough County, Florida, and the Parties consent to exclusive personal jurisdiction and venue of all courts in Hillsborough County, Florida.
12.6 Non-solicitation. Customer agrees that, during the term of this Agreement and for twenty-four (24) months after the termination, Customer will not directly or indirectly solicit any SiteWit Corporation personnel or consultants.
12.7 Security. The Customer is solely responsible for any breaches of security affecting its servers. In the event of a virus, attack or similar issue, Customer shall be responsible for the cost of damage to the Customer’s server. SiteWit Corporation shall not be responsible for the security of information transmitted over SiteWit Corporation’s equipment or facilities.
12.8 Network Responsibility. Bulk Email. SiteWit reserves the right to cancel service to any Customer using the SiteWit Services to adversely affect other SiteWit customers, including hacking or similar activities harmful to SiteWit or other customers. SiteWit will cooperate fully with any civil or criminal litigation arising from the violation of this policy, including the violation of the Child Protection Act of 1984 concerning child pornography. Customer understands and agrees that it is responsible for the actions of its clients and will be liable for illegal material posted by Customer or Customer’s clients. Use of the SiteWit Services to transmit unsolicited commercial or bulk emails is expressly prohibited, including the hosting of websites or services on a server advertised therein. SiteWit Corporation also prohibits the sending of any fraudulent, malicious, harassing, false, or misleading electronic communications, including, but not limited to, chain letters, pyramid schemes, or e-mails with forged headers.
12.9 Customer Contact Information. The customer must keep contact information, including email, fax, and mailing address, and is currently using the self-updating procedures provided by SiteWit Corporation for the customer’s account. SiteWit Corporation is not responsible for attempting to keep Customer Contact Information current by any other method, and FAILURE OF CUSTOMER TO UPDATE CONTACT INFORMATION MAY DELAY OR PREVENT CUSTOMER FROM RECEIVING IMPORTANT NOTICES AND AMENDMENTS TO THIS AGREEMENT. NOTICE SHALL BE DEEMED DELIVERED BY EMAIL TRANSMISSION, FAX TRANSMISSION INDICATING RECEIPT OK, DELIVERY BY CERTIFIED MAIL WITH RETURN RECEIPT OR INDICATION OF ATTEMPTED DELIVERY TO THE ADDRESS PROVIDED IN THE CURRENT CONTACT INFORMATION BY FEDERAL EXPRESS OR OTHER DELIVERY SERVICE PROVIDER, WHICHEVER METHOD IS CHOSEN BY SITEWIT CORPORATION, AT SITEWIT CORPORATION’S SOLE DISCRETION.
12.10 Privacy Policy. We value your privacy. Please review our Privacy Policy here to understand how we collect, use, and protect your personal information.
12.11 Amendments. Sitewit may make amendments to this agreement at any time and will become effective thirty (30) calendar days after notice is given to the customer unless the customer objects in writing prior to the expiration of this thirty (30) day notice period. Notice may be given through email, notification in the customer dashboard via a banner or other electronic means including updates to Sitewit’s Terms of Service page.
12.12 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Any modification of this Agreement shall only be valid if in writing and properly executed by authorized representatives of the parties hereto.
THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS, AND END-USERS, WHETHER IN CONNECTION WITH THE SERVICES.
This Agreement is entered into by and between Sitewit Corp (d/b/a Kliken) and its fully-owned subsidiary Kliken GmbH (together, “Sitewit” or the “Company”) and you, the Subscriber (“You” or “Subscriber”). Any policy or document referred to within this Agreement should be considered part of this agreement, and read in conjunction with the Agreement.
By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Sitewit that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority or do not agree with this Agreement, You must not use or authorize any use of the Services. You and Sitewit shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.
The purpose of this Agreement is to establish the terms and conditions under which You may purchase Sitewit’s Services and the applicable standards for continued use of the Services.
GENERAL TERMS AND CONDITIONS
SECTION 1. ACCESS TO THE SERVICES
1.1 Service. Sitewit will make the Services and Service Data available under this Agreement. Sitewit will use commercially reasonable efforts to make the Services available on a continual basis, except during (a) Planned Downtime, (b) unscheduled maintenance,(c) and/or systems outages that may exist with the advertising platform or other third-party external service suppliers.
1.2 Modifications. You acknowledge that Sitewit may modify the features and functionality of the Services during the Subscription Term. Sitewit shall provide the Subscriber with thirty (30) days advance notice of any deprecation of any material feature or functionality. Sitewit will not materially decrease the overall functionality of the Services purchased by You during the Subscription Term.
SECTION 2. LICENSE AND USE OF THE SERVICES
2.1 License. The Subscriber is hereby granted a revocable, non-transferable, and non-exclusive license to Sitewit’s Services.
2.2 Login Management. SiteWit will issue to one Subscriber employee (“Designee”) an individual login identifier and password. Only the Designee shall be authorized to legally act on behalf of the Subscriber in connection with the SiteWit Services. The Designee shall assign any other authorized Subscriber users (“Authorized User”) a unique login identifier and password and be responsible for such Authorized User’s access to the SiteWit Services. You shall require the Designee and all Authorized Users to execute appropriate Nondisclosure Agreements and use reasonable efforts to ensure that each Authorized User will: (a) not disclose such login identifier to any person or entity; (b) be responsible for the security of his or her login identifier; and (c) use the SiteWit Services without notice in accordance with the terms and conditions of this Agreement. You will be responsible for advising its Desginee and each Authorized User of their obligations under this Agreement and all related costs. SiteWit reserves the right to deny or revoke access to the SiteWit Services without notice if it reasonably believes Subscriber, its Designee, or its Authorized Users are in breach of this Agreement. At Your sole expense, you will be responsible for procuring all equipment or other software required to use SiteWit Services.
2.2 Compliance. As between Subscriber and Sitewit, You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under an Account, which Sitewit may verify from time to time. Without limiting the foregoing, Subscriber will ensure its use of the Services complies with all applicable laws and regulations and any privacy notices, agreements, or other obligations Subscriber may maintain or enter into with Agents or End-Users.
2.3 Content and Conduct. You agree to comply with the below Content and Conduct requirements, as well as those Conduct & Content requirements of the advertising platforms on which the Services purchased operate. Violation of these may result in Sitewit refusing service at any time.
- Spam or Unwanted Contact: The Services may not be used to send or host spam, including the sending of unwanted or unauthorized commercial content, unwanted or mass solicitation, or other forms of duplicative or unsolicited messages.
- Illegal and Fraudulent Content or Activities: The Services may not be used to engage in illegal or fraudulent activities, to directly or indirectly promote such activities, or to publish illegal or fraudulent content. Please note that Sitewit is limited in its ability to review fraudulent activity that may occur outside of the Services or to assess the legality of specific activities and may require that persons work with law enforcement to validate the fraudulent nature or the illegality of the activity before we can take action related to a reported Account. If Sitewit suspects that fraudulent activity is occurring, Sitewit reserves the right to suspend or terminate Your services immediately.
- Malicious Products and Activities: The Services may not be used to transmit viruses, malware, or other harmful code or content. This includes sending automated content or traffic generated by bots or otherwise that harms networks, services, or other infrastructure of Sitewit or any third party.
- Hateful Activities: The Services may not be used to transmit or host hate speech, advocate violence or terrorism, distribute graphically violent or obscene content, or support or normalize hateful, racist, libelous, or discriminatory activities. Further, the use of the Services by organizations that promote or normalize hate against individuals, hurtful speech, violence, terrorism, or whose primary purpose is inciting hatred or violence is prohibited.
- Child Exploitation and Human Trafficking: Use of the Services for any content or activity that promotes or displays child sexual exploitation or abuse is prohibited. We will remove such content from the Service and take appropriate action.
- Harassment and Bullying: The Services may not be used to engage in abusive, harassing, or bullying behavior, including contacting Sitewit for customer support. This prohibition also includes illegally disseminating private information or media using the Services.
- Deceptive Behavior and Account Hijacking: The Services may not be used to deceive individuals or impersonate third parties. Accessing another Account without the permission of the Subscriber who owns the Account is prohibited.
- Intellectual Property: You may not use the Services in a manner that infringes a third party’s rights, including intellectual property rights. Additionally, suppose your business's primary purpose or result is to violate third parties’ intellectual property rights. In that case, Zendesk reserves the right to suspend or terminate the Services, even if you do not use the Services directly for such infringement. Please note that Sitewit may be limited in its ability to assess alleged infringement outside of the Services and may not be able to act on every report of alleged infringement.
2.4 Licensors. You agree that third-party licensors may provide Sitewit’s Services to You. For all Sitewit Services provided by third-party licensors, You agree to abide by any third-party terms and conditions.
2.5 Advertising Networks. SiteWit Services are intended to support Your management of pay-per-click or other forms of online advertising. While providing active management services, SiteWit may interact with third-party advertising networks, typically through published application programming interfaces. You agree to allow SiteWit to automatically transmit data to and from such third-party advertising networks or otherwise transmit instructions to all advertising accounts that are explicitly associated with SiteWit. As such, You warrant all permissions and rights to allow such interactions. You also agree that SiteWit is not responsible for any liability related to programmatic communications between SiteWit and any third-party advertising networks on Your behalf. You acknowledge that any third-party advertising services are provided through outside agreements between You and a designated advertising provider and are not owned or controlled by SiteWit. All data originating from third-party advertising networks is subject to errors or delays in collection and transmission. SiteWit relies on such third-party data for analyses and the development of suggested advertising campaign policies and, therefore, does not warrant the accuracy or timeliness of the analytic results. Any recommendations or suggestions made by SiteWit are simply opinions based on the best available data from third-party advertising networks. You assume all responsibility to verify such opinions directly through your advertising network accounts before making any advertising decisions.
2.6 Continuing Operations. SiteWit carries no guarantee of uninterrupted access. You bear all responsibility for maintaining adequate backup data and the ability to conduct business without access to SiteWit’s Services, relying solely on direct access to Your third-party advertising network accounts. Furthermore, You acknowledge that SiteWit Service access (and all mediated access to third-party advertising networks) may be modified, suspended, or terminated at any time for any reason. SiteWit assumes no liabilities for such service interruptions.
2.7 No Competitive Access. You may not access the Services for competitive purposes or if You are a competitor of Sitewit.
SECTION 3. CONFIDENTIAL INFORMATION
3.1 Confidential Information. The term “Confidential Information” includes any software or data related to software provided by SiteWit, the login identifiers and/or passwords provided to You, the prices charged, or information delivered under this Agreement. You acknowledge and agree that (a) the Confidential Information constitutes valuable trade secrets and (b) it will not disclose, or permit to be disclosed, the Confidential Information without prior written consent. You will safeguard the confidentiality of the Confidential Information, including, at a minimum, those precautions taken to protect its Confidential Information. Confidential Information will not include publicly available information already in the other party’s possession and not subject to a confidentiality obligation; independently developed by the other party without reference to the disclosing party’s Confidential Information or required to be disclosed by order of a court or other governmental entity.
SECTION 4. INTELLECTUAL PROPERTY RIGHTS
4.1 Proprietary Rights. “Proprietary Rights” mean all interests of SiteWit Services in source code, know-how, business information, and any rights that are protectable by law and the courts in any jurisdictions, including, without limitation, copyrights, invention registrations, patents, designs, trade secrets, trademarks, service marks, and trade dress. All proprietary rights not expressly granted in the License of 2.1 are reserved to SiteWit Services; you shall use the proprietary rights granted under the License of 2.1 solely to access and use the services of SiteWit Services, and any proprietary rights granted in the License of 2.1 are automatically terminated upon the termination of this Agreement. You shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other Proprietary Rights of SiteWit Services during the term of this Agreement and/or after the termination of this Agreement.
4.2 Trademarks. SiteWit Services trademarks, trade names, service marks, logos, trade dress, other names, marks and domain names, and related product and service names, design marks, and slogans are the sole and exclusive property of SiteWit Services. You shall not use any of the foregoing in any advertising, publicity, or in any other commercial manner except with express written permission of SiteWit Services.
4.3 Copyrights. SiteWit's works of authorship that are fixed in a tangible medium of expression are copyrighted upon publication. You shall not use any SiteWit copyrighted materials, except as permitted under Section 2, and you shall not copy, reproduce, distribute, or make derivative works of any copyrighted materials of SiteWit Services without the express written permission of SiteWit Services.
4.4 Suggestions. Any feedback, data, questions, survey responses, ideas, or other types of suggestions and the like (collectively “Suggestions”) that are made by You to SiteWit Services, whether solicited or unsolicited, shall be the sole property of SiteWit Services. Sitewit Services shall not be obligated to pay You anything in return for the Suggestions, even if SiteWit Services decides to use the Suggestions to improve the services offered to other customers.
4.5 Customer Content. “Customer Content” means text and images that are uploaded to SiteWit servers or otherwise posted to Your website. SiteWit has no obligation to review Customer Content prior to You posting Customer Content on Your website. You will not upload any content not owned by You or licensed by You for use on Your website.
4.6 Copyright Infringement. SiteWit Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data, or material in violation of federal, state, or local law or regulation is prohibited, including, without limitation, infringement of trademark, trade secret, or other intellectual property rights. SiteWit Services has the right to block, suspend access, or otherwise remove, without notice, anything that SiteWit believes, in its sole discretion, violates this provision. The sole remedy is to request reversal of any block, suspension, or removal after showing to the satisfaction of SiteWit Services that You have a proper right to use and display the blocked, suspended or removed materials.
SECTION 5. TERM, CANCELLATION, AND TERMINATION
5.1 Term. This Agreement will be effective on the date You first use the SiteWit Services and shall continue thereafter on a month-to-month basis unless terminated via Your account or in writing (electronic) in accordance with 5.2 or as otherwise provided herein.
5.2 Cancellation and Termination. Cancellation and termination details can be found in our Cancellation Policy here.
5.3 Refunds. Customers may be eligible for a refund relating to their services, as governed by our Refund Policy, which is located here.
5.4 Export of Service Data. Upon the Subscriber’s written request, Sitewit will make Service Data available to the Subscriber for export or download. Please note, by our Cancellation Policy, Sitewit will have no obligation to maintain or provide any Service Data, and therefore, it may be deleted in accordance with our Cancellation Policy.
SECTION 6. BILLING, PLAN MODIFICATION AND PAYMENTS
6.1 Payments & Billing. All charges are due in full upon the commencement of the Service. By entering into this agreement, You agree to be charged on a recurring basis as set forth within our Recurring Billing Policy at the then applicable fee schedule. You are responsible for providing valid and current payment information. You agree to promptly update the Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date). If You fail to pay Subscription Charges or any other charges within five (5) days of Sitewit’s notice to You that payment is delinquent, or if You do not update payment information upon Sitewit’s request, in addition to other remedies, Sitewit may suspend access to and use of the Services by Subscriber, Agents, and End-Users.
SECTION 7. TEMPORARY SUSPENSION
7.1 Temporary Suspension. Sitewit reserves the right to restrict functionalities or suspend the Services (or any part thereof), the Subscriber’s Account, or the Subscriber’s and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable, or quarantine any Service Data or other content if (a) Sitewit reasonably believes that Subscriber, Agents or End-Users have violated this Agreement; or (b) Sitewit suspects or detects any Malicious Software connected to a Subscriber’s Account or use of a Service by Subscriber, Agents or End-Users or (c ) the Subscriber has initiated a dispute relating to account payments. Sitewit shall not be liable to the Subscriber, Agents, End-Users, or any other third party for any modification, suspension, or discontinuation of the Subscriber’s rights to access and use the Services.
SECTION 8. INDEMNIFICATION
8.1 Indemnification by Subscriber. The Subscriber will indemnify, defend and hold Sitewit harmless against any claim brought by a third party against Sitewit (a) arising from or related to Subscriber, Agents’ or End-Users use of a Service in breach of this Agreement (and not arising solely from the Service itself); or (b) alleging that Subscriber Marks or content selected by Subscriber in the design and implementation of the Services, including but not limited to the URL, graphics, illustrations, logos, and marks, or Service Data infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret; provided that (i) Sitewit promptly notifies Subscriber of the threat or notice of such claim; (ii) Subscriber will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, Subscriber shall not settle or compromise any claim that results in liability or admission of any liability by Sitewit without Sitewit’s prior written consent); and (iii) Sitewit fully cooperates with Subscriber in connection therewith.
SECTION 9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. In no event shall Sitewit and/or its suppliers be liable for any indirect, punitive, special, incidental, or consequential damages whatsoever, including, but not limited to, damages for loss of use, data, or profits (however arising, including negligence) even if Sitewit or any of its suppliers has been advised of the possibility of damages, arising of or in connection with;
- The use or inability to use the service,
- The provision of or failure to provide services,
- Any information, software, products, services, and related graphics obtained through the service or otherwise arising out of the use of the service,
- Statements or conduct of any third party on the service, or
- Any other matter relating to the service. Some states do not allow the limitation of liability, so the preceding limitation may not apply to customers in such states. Notwithstanding the above, in no event shall Sitewit Corporation’s aggregate liability to the customer and/or any third party arising from or relating to this agreement exceed the amount the customer actually pays to Sitewit under this agreement during the twelve (12) months preceding the date the claim arose or $500.00, whichever is less.
Without limiting the preceding, neither SiteWit nor its suppliers are responsible for any of Your data residing on the Service or SiteWit’s suppliers’ hardware. You are responsible for backing up Your data and information that may reside on the SiteWit Services or SiteWit suppliers’ hardware, whether or not such information is produced through the use of the SiteWit Services. It is Your responsibility to take the necessary steps to ensure that Your primary means of business are maintained (if applicable).
SECTION 10. DISCLAIMER AND WARRANTIES
10.1 Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. SITEWIT CORPORATION AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S EXPECTATIONS. Sales performance of Your business is related to a number of items outside of Sitewit’s control, and therefore, Sitewit makes no representation that the product will generate increased financial returns. Sitewit’s services are solely for use in supporting the creation of your advertising campaigns for placement on your chosen advertising platform.
10.2 Customer Usage. CUSTOMER’S USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. SITEWIT CORPORATION AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE AND THE CUSTOMER SITE(S) “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. It is Your sole responsibility to ensure that the selected keywords, campaign parameters used for targeting, content utilized within the Ad and on Your webpage, and content generated from Sitewits engine for utilization on social media platforms are implemented correctly and as intended and You agree you will not hold Sitewit responsible for any issues which may arise with your campaign.
10.3 Utilization of Software. Any material downloaded or otherwise obtained through the use of the service, or customer sites is done at the customer's own discretion and risk, and the customer will be solely responsible for any damage to their computer system or loss of data that results from the download of any such material.
SECTION 11. DISPUTE RESOLUTION AND ARBITRATION
11.1 Governing Law. This Agreement shall be governed by the laws of Florida, United States, without regard to its conflict of law principles.
11.2 Informal Resolution. Before initiating formal legal proceedings, the parties agree to first attempt to resolve any dispute informally by notifying each other of the issue and engaging in good faith negotiations for at least 30 days.
11.3 Binding Arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its rules. The arbitration shall be conducted virtually, unless parties agree a physical location is preferable and necessary. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
11.4 Exceptions to Arbitration. The parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) disputes seeking to enforce or protect, or concerning the validity of, any of your or SiteWit’s intellectual property rights; and (b) any claim for injunctive relief.
11.5 Costs and Fees. Each party shall bear its own costs and fees associated with the arbitration, unless the arbitrator determines that an award of costs and fees is appropriate under the circumstances.
11.6 Waiver of Jury Trial. The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, electing instead to have their disputes resolved by a neutral arbitrator.
11.7 Severability. If any part of this arbitration agreement is found to be invalid or unenforceable, the remaining parts shall remain in full force and effect.
11.8 Confidentiality. All aspects of the arbitration proceeding, including the decision, shall be strictly confidential.
SECTION 12. OTHER
12.1 Acts of God. Events of Force Majeure shall excuse performance hereunder specifically including, but not limited to, acts of God, acts of terrorism, civil or criminal disobedience, and power, communications, satellite, or network failures.
12.2. Waiver. Waiver or modification of this Agreement shall not be effective unless executed in writing and signed by an authorized representative of SiteWit and Customer.
12.3 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.
12.4 Press Releases. SiteWit shall have the right to use the Customer’s name in press releases and similar items.
12.5. Legal Matters. This Agreement shall be governed by the laws of Florida, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Hillsborough County, Florida, and the Parties consent to exclusive personal jurisdiction and venue of all courts in Hillsborough County, Florida.
12.6 Non-solicitation. Customer agrees that, during the term of this Agreement and for twenty-four (24) months after the termination, Customer will not directly or indirectly solicit any SiteWit Corporation personnel or consultants.
12.7 Security. The Customer is solely responsible for any breaches of security affecting its servers. In the event of a virus, attack or similar issue, Customer shall be responsible for the cost of damage to the Customer’s server. SiteWit Corporation shall not be responsible for the security of information transmitted over SiteWit Corporation’s equipment or facilities.
12.8 Network Responsibility. Bulk Email. SiteWit reserves the right to cancel service to any Customer using the SiteWit Services to adversely affect other SiteWit customers, including hacking or similar activities harmful to SiteWit or other customers. SiteWit will cooperate fully with any civil or criminal litigation arising from the violation of this policy, including the violation of the Child Protection Act of 1984 concerning child pornography. Customer understands and agrees that it is responsible for the actions of its clients and will be liable for illegal material posted by Customer or Customer’s clients. Use of the SiteWit Services to transmit unsolicited commercial or bulk emails is expressly prohibited, including the hosting of websites or services on a server advertised therein. SiteWit Corporation also prohibits the sending of any fraudulent, malicious, harassing, false, or misleading electronic communications, including, but not limited to, chain letters, pyramid schemes, or e-mails with forged headers.
12.9 Customer Contact Information. The customer must keep contact information, including email, fax, and mailing address, and is currently using the self-updating procedures provided by SiteWit Corporation for the customer’s account. SiteWit Corporation is not responsible for attempting to keep Customer Contact Information current by any other method, and FAILURE OF CUSTOMER TO UPDATE CONTACT INFORMATION MAY DELAY OR PREVENT CUSTOMER FROM RECEIVING IMPORTANT NOTICES AND AMENDMENTS TO THIS AGREEMENT. NOTICE SHALL BE DEEMED DELIVERED BY EMAIL TRANSMISSION, FAX TRANSMISSION INDICATING RECEIPT OK, DELIVERY BY CERTIFIED MAIL WITH RETURN RECEIPT OR INDICATION OF ATTEMPTED DELIVERY TO THE ADDRESS PROVIDED IN THE CURRENT CONTACT INFORMATION BY FEDERAL EXPRESS OR OTHER DELIVERY SERVICE PROVIDER, WHICHEVER METHOD IS CHOSEN BY SITEWIT CORPORATION, AT SITEWIT CORPORATION’S SOLE DISCRETION.
12.10 Privacy Policy. We value your privacy. Please review our Privacy Policy here to understand how we collect, use, and protect your personal information.
12.11 Amendments. Sitewit may make amendments to this agreement at any time and will become effective thirty (30) calendar days after notice is given to the customer unless the customer objects in writing prior to the expiration of this thirty (30) day notice period. Notice may be given through email, notification in the customer dashboard via a banner or other electronic means including updates to Sitewit’s Terms of Service page.
12.12 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. Any modification of this Agreement shall only be valid if in writing and properly executed by authorized representatives of the parties hereto.
