This is an agreement between You and Namecheap, Inc. ("Company" as further defined below.). This Agreement incorporates Namecheap’s Universal Terms of Service (collectively "Terms") and, together, governs the use of Business Promoter, provided to You and the Authorized Users (collectively "You") by Company. By use of Business Promoter, You agree to be bound by these Terms.
The use of Business Promoter or any part thereof may from time to time involve third party services governed by separate and/or supplementary terms applicable to them. You must read and agree to be bound by these terms as a condition of using the services of such third party vendor.
1.1."Company" means Namecheap and any third party service providers that go into makeup and delivery of this product.
1.2."Company Products" means collectively a) the Saas Software, b) the Software, c) the Services, d) the data, compilation of data, and any derived data based on, or derived from, or otherwise using any data or content during the performance of or resulting from the Services, e) Company Trademarks, f) Third Party Items and Trademarks, g) Confidential Information, know-how, trade-secrets, feedback, design, algorithm, method, technique, modeling, and any other proprietary technologies, and for each of the foregoing paragraphs a) through g) inclusively, all related modifications, enhancements or derivative works, and all related Intellectual Property Rights.
1.3."Company Trademarks" means graphics, logos, trademarks, service marks, name or any other trade name, icon or mark and related domain names that Company owns or licenses.
1.4."Company Trademark Guidelines" means Company then-current published or otherwise made available trademark guidelines to Company. These guidelines can be changed from time to time by Company without notice, in its sole discretion.
1.5."Company Website" means the websites at these URLs: acquisio.com, businesspromoter.com, getpromote.com, clientcampaigns.com or acquisio.net, and any other website and any microsite made available to You, operated by Company or its authorized third party hosting entity and any and all sub-domains thereof, licensed as part of the Hosted Services under the terms of this Agreement. This expression includes all information and screens appearing on or used in connection with the websites, microsites, documents, website designs, text, graphics, images and icons, and the arrangement thereof, its features, add-ons, functions, programming techniques, any CSS, HTML, scripts, and other code.
1.6."Ad" means the advertising creative, including written content, images, graphics, URLs and other content You distribute via a service or platform allowing the serving of online ads for an Ad Campaign.
1.7."Ad Campaign" means the content-based, ad-targeting information You create to assist with the targeted delivery of Ad Impressions via a service or platform allowing the serving of online Ads.
1.8."Ad Impression" means an Ad served and displayed on any publisher Website.
1.9."Content" means the information and data You upload or provide to Company in connection with the performance of the Hosted Services. Notwithstanding anything to the contrary in this Agreement, Content does not include any Company Products, Third Party Items, content, information and data and any enrichment, derivative, improvement or enhancement thereof licensed or otherwise supplied to You by Company, its suppliers or by any third party service provider.
1.10."Effective Date" means the date of acceptance of the terms of this Agreement by You.
1.11."Hosted Services" means the delivery of services to You by Company or by third-party service providers on its behalf, by remotely hosting, managing and supporting proprietary software applications and all upgrades, updates, improvements, modifications thereof ("Saas Software"). The Hosted Services may be used and accessed through a web browser and/or Software, as the case may be.
1.12."Intellectual Property Rights" means (i) patents (including utility models), copyright, database rights, data, compilations, know-how, designs, trade dress, trademarks and service marks (whether registered or unregistered), and related goodwill, and all proprietary rights (including trade secrets), and all rights of whatever nature in computer software (whether in source, object and executable code and including related documentation), and moral rights (including the rights of authorship and attribution and subsequent modification), (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future, and (iii) applications, extensions, and renewals in relation to any such rights.
1.14."Saas Software" shall have the meaning ascribed to it in Section 1.12 hereof.
1.15."Services" means collectively the Hosted Services and/or support and maintenance services, if any, provided by Company, its suppliers or contractors under the terms of this Agreement. This expression includes all new services, functions or features subject to additional fees, if any.
1.16."Service Plan" means any service plan or package displayed on Company Website or otherwise made available or communicated to You related to use of the Hosted Services in accordance with the terms of this Agreement. The Service Plan may be changed from time to time without notice by Company, in its sole discretion.
1.17."Software" means any software licensed under this Agreement by Company, its agents or representatives directly or through its sales channels to access and use the Hosted Services, if any. This expression includes (i) software products and tools, scripts, application programmer interface (API), in-Apps, add-ons, connectors, software development kit (SDK), and (ii) all upgrades, updates, improvements, modifications, derivative works, enhancements, extensions and revisions ("Modifications") of any such Software or any part thereof, provided, that nothing herein shall be construed as an obligation of Company to license any of the Modifications, and if so, Company reserves the right to make it available at the applicable fee, if any.
1.18."Subscription" means the subscription to a Service Plan and payment of the Subscription Fees for Hosted Services in accordance with the terms of this Agreement.
1.19."Subscription Fees" shall have the meaning ascribed to it in Section 3.1.1.
1.20."Subscription Term" or "Term" shall mean collectively the Initial Term and the Renewal Term, as those expressions are defined in Section 6.1, subject to expiration or earlier termination of this Agreement.
1.21."Third Party Items" means collectively third party services, third party software, and third-party trademarks.
1.22."Your Trademarks" means the graphics, logos, trademark, service marks, trade names, product names, brand names and domain names You own or You have the license right to use.
2.1.Subscribed Service Plan
Subject to the terms of this Agreement, Company will, during the Subscription Term, provide to You the Hosted Services You have subscribed for under the Service Plan.
3.1.1.In consideration of Your use of the Software and Your access to the Hosted Services during the Subscription Term You agree to pay to Company the non-refundable and non-creditable Subscription Fees under the Service Plan which You have selected in Your Account or on Company Website. Subscription Fees are due and payable prior to the use of Your Subscription.
3.2.Cancellation & Refund
You acknowledge and agree that there is no cancellation and/or refund provided for Business Promoter.
3.3.Changes to Subscription Fees
You agree Company may at any time, in its sole discretion, and to the extent permitted by applicable law, upon notice, change any Subscription Fees and/or any Account charges from time to time without any reason, obligation and liability to You and others. Such changes shall take effect (i) immediately for new subscribers, and (ii) at the time of renewal for existing subscribers. If You do not agree with the changes, You must terminate your use of the Software and Hosted Services at the end of your Subscription Term and You must disable any auto-renewal feature prior to the end of said Subscription Term.
4.1.1.You acknowledge and agree that all rights, title and interest in and to the Company Products and Intellectual Property Rights related thereto are owned and shall remain exclusively with Company and its suppliers, except for the limited rights licensed to You under Section 5.1 of this Agreement.
4.1.2.Nothing in this Agreement shall, or shall be deemed to, transfer or assign, any right, title or interest in or to any Company’s and its suppliers’ Intellectual Property Rights related to any of Company Products to You or to any other party.
Subject to Section 5.3, You retain all right, title and interest to any and all of (ii) Your Ad Campaigns, and (ii) Your Trademarks, including all Intellectual Property rights related thereto but excluding Company Products and related Intellectual Property Rights.
5.1.Grant by Company
5.1.1.Subject to the terms of this Agreement, and in consideration of the payment of the Subscriptions Fees, Company hereby grants to You, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software and access the Hosted Services under Your Service Plan.
5.1.2.Except for the licenses granted in Section 5.1.1, Company grants no express or implied license or other right under any patent, copyright, trademark, know-how or other intellectual property rights. Company reserves all rights not expressly granted.
5.2.Restrictions. You shall not,
5.2.1.use any of the Company Products for any reason or manner, other than as permitted under the terms of this Agreement;
5.2.2.lease, license, sublicense, rent, distribute, sell, resell the right to use or access the Company Products or any part thereof;
5.2.3.infringe or misappropriate any intellectual property right, contract or tort right of any person;
5.2.4.use any device, software or routine to interfere with or disrupt the proper functioning of the Software, the Hosted Services or any part thereof, or take or omit to take any action that imposes an unreasonable or disproportionately large load on the same, as reasonably determined by Company;
5.2.5.engage in any unacceptable or unlawful use of the Company Products, including to (i) attempt to gain unauthorized access to the Hosted Services, (ii) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (iii) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, invasive of privacy, harassing, grossly offensive, vulgar, threatening, malicious, otherwise objectionable or in any way derogatory about Company or any other party, (iv) create a false identity or to otherwise attempt to mislead any person on the identity or origin of any communication, (v) harvest, collect, otherwise handle or permit others to do the same, without obtaining the proper consents in breach of any privacy or any other applicable laws;
5.2.6.reproduce, duplicate, republish, copy, reformat, display, reverse engineer, reverse assemble, in any form or by any means any part of the Company Products, including the layout or look-and-feel of the Company Website, any materials retrieved therefrom and the underlying HTML code;
5.2.7.modify, translate, or create derivative works based on the Company Products, or any part thereof;
5.2.8.obfuscate, remove or alter any of the proprietary notices or legends or other notices or markings on or in any of the Company Products;
5.2.9.store in any information storage and retrieval system materials from the Company Website, without the prior written permission from Company;
5.2.10.upload, post, email, disseminate, store, transmit or otherwise make available to others any content, material, data, graphics, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially violates any applicable law or regulation, including false advertising or unfair competition under the law of any jurisdiction;
5.2.11.disseminate, store or transmit viruses, trojan horses or any other malicious code or program;
5.2.12.unless expressly permitted under this Agreement, use the Software on a timeshare or service bureau basis or the Hosted Services on a subscription, membership or on-demand basis or otherwise for the benefit of any individual or entity;
5.2.13.bundle or incorporate the Company Products or any part thereof, with or into any other product or service; and
5.2.14.monitor the performance or functionality of the Software and/or Hosted Services or any part thereof, for the benchmarking or competitive purpose.
5.3.Grant by You
5.3.1.You grant to Company and its affiliates a worldwide, non-exclusive, sublicensable, transferable and perpetual royalty-free, fully paid-up license to use, maintain, distribute, collect, process, transfer, store, modify, compile the information and data supplied to Company during the performance of the Services (including impressions, clicks, click-through rate, cost per click, cost, conversion rate, cost per conversion, conversions, or any other information or data) and the information and data related thereto or derived therefrom, in aggregate form or not, combined or not with any other content or data, and all intellectual property rights with respect thereto, for the performance or improvement of the Software and Services and archival purposes.
YOUR SECURITY OBLIGATIONS
Namecheap’s Universal Terms of Service
6.1.You must keep strictly confidential Your log-in and password information at all times and only provide access to Authorized Users.
6.2.If an unauthorized use of Your account or password occurs, You must immediately notify Company and Company will suspend use of the account and password until a new password is in place and/or, at the discretion of the Company, other security measure deemed appropriate by Company are taken.
Your Subscription Term shall begin on the Effective Date and shall continue for a 30 day period with no refunds. If you do not elect to renew, the Subscription Term will end automatically.
You may choose to renew Your Subscription for subsequent terms in one of two ways. You may either pre-select the auto-renew feature for this product in Your Namecheap account. Or, you may manually renew at the end of Your initial term.
7.3.Campaign Data Retention
At the end of Your Subscription Term, Your campaign data will be saved for thirty (30) days. If You renew Your Subscription within this time, You will be able to access and continue Your prior campaign. After this time, all data will be deleted.
All rights, remedies and recourses set forth in this Agreement for the benefit of Company (including, without limitation, in the event of termination) shall be in addition and without prejudice to all other rights, remedies and resources available to Company.
You agree that monetary damages will not be an adequate remedy if this Agreement is breached by You, including, without limitation, if any confidentiality obligations or any license granted by Company or by any of its suppliers to You is breached, and will result in irreparable and continuing damage to Company for which there may be no adequate remedy at law. Company shall be entitled, without waiving any rights or remedies, to such injunctive or equitable relief for specific performance, and such other relief as deemed proper (including monetary damages if appropriate) without the necessity of proving actual damages and without the necessity of posting a bond.
The following Sections shall survive the termination or expiration of this Agreement for any reason: Section 3 (Fees) - up to the unpaid amount), Section 7 (Remedies), Section 8 (Equitable Relief) and any other provisions of the Agreement which expressly state that such provisions shall survive.