CLICKIO WEB VITALS MONITORING - TERMS AND CONDITIONS

BACKGROUND:

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms (the “Terms” or “Agreement”) of use under which you (“you” or “Publisher”) may use Clickio Web Vitals Monitoring (“Our Web App”). Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to read and accept these Terms and Conditions when activating Our Web App in Clickio Platform. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our Web App immediately.

  1. Definitions and Interpretation

    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
    “Account” or “Personal Account” Means an account on the Clickio Platform website required to access and use Our Web App, as detailed in Clause 4;
    “Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Web App;
    "Clickio Platform" means the proprietary software and technology platform licensed to ALZ and available to be accessed and used by the Publisher on the terms of the Agreement via the URL address https://clickio.com. ALZ Software Ltd acts as an authorised licensee and operator of the Clickio Platform.
    “Contract” means the contract between Us and you for the purchase and sale of a Subscription to Our Web App, as explained in Clause 6;
    "Data Protection Legislation" means all applicable laws and regulations relating to processing of personal data and privacy, including without limitation the Data Protection Act 1998 and GDPR (as applicable) and including where applicable the guidance and codes of practice issued by the Information Commissioner or any other relevant Regulator.
    "Data Subject" has the same meaning set out in the GDPR.
    "Data Controller" has the same meaning set out in the GDPR.
    “Order” means your order for a Subscription;
    "Personal Data" shall have the same meaning as set out in the GDPR.
    "Processing" has the same meaning set out in the GDPR and the terms ‘Process’, ‘Processed’ and ‘Processes’ will be interpreted accordingly.
    "Processor" has the same meaning set out in the GDPR.
    "Publisher Accounts Data" means all Personal Data that we collect from you in relation to your account registration, set up and operation of your Personal Account but excluding Publisher Personal Data.
    "Publisher Personal Data" means all Personal Data that is used or generated in the operation of this Agreement other than Publisher Account Data that belongs to the Publisher or of which the Publisher is the Controller in respect of including but not limited to Publisher User Data.
    "Publisher User Data" means Personal Data in relation to users and or clients of Publisher.
    "Purposes" means the purposes of registration and the use of Our Web App, in order to perform the services under this Agreement in accordance with this Agreement.
    "Regulator" means any supervisory authority for the purposes of Data Protection Laws (including, but not limited to the ICO) to which ALZ or Publisher is subject from time to time or whose consent, approval or authority is required so that ALZ or Publisher can lawfully Process Personal Data.
    “Subscription Confirmation” means Our acceptance and confirmation of your Order;
    “Subscription” means a subscription to access Our Web App, purchased in accordance with these Terms and Conditions;
    "Third Parties" means third party service providers appointed by ALZ to provide the services under this Agreement including Clickio Group, Leaseweb (Netherlands), Hetzner (Germany), Stripe.
    “We/Us/Our” or “ALZ” means ALZ Software Ltd, a limited company registered in England under company number 08587206, whose registered address is Unit 2.05, 12-18 Hoxton Street, London, UK, N1 6NG.

  2. Information About Us

    1. Our Web App is owned and operated by ALZ Software Ltd, a limited company registered in England under company number 08587206, whose registered address is Unit 2.05, 12-18 Hoxton Street, London, UK, N1 6NG.
    2. Our Web App allows to track site performance metrics such as Core Web Vitals and others, and access detailed reporting.

  3. Access and Changes to Our Web App

    1. Access to Our Web App is free, but access to some features and functionality requires a Subscription plan. Upon purchasing a Subscription, Our Web App will be available to you for the duration of that Subscription and any and all subsequent renewals.
    2. We may from time to time make changes to Our Web App.
    3. We will always aim to ensure that Our Web App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of Our Web App

  4. Accounts

    1. An Account is required to use Our Web App.
    2. When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
    3. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
    4. Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the UK’s data protection legislation, as set out in Clause 21.
    5. If you wish to close and delete your Account, you may do so at any time by submitting a request to support@clickio.com. Closing your Account will result in the removal of your information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the auto-renewal of your Subscription, where applicable.

  5. Subscriptions, Pricing and Availability

    1. We make all reasonable efforts to ensure that all general descriptions of the services available from Us (specifically, Our Web App) correspond to the actual services that will be provided to you. There may, however, be minor variations from descriptions from time to time.
    2. All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary
    3. All Subscription prices are checked by Us when your purchase is processed. In the unlikely event that We have shown incorrect pricing information, We will contact you in writing before processing your purchase to ask you how you wish to proceed.

  6. Subscriptions – How Contracts Are Formed

    1. You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that you check carefully before confirming your purchase.
    2. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Once Our Web App confirms your Subscription, there will be a legally binding contract between Us and you (“the Contract”).
    3. If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible.
    4. Subject to the cancellation provisions in Clause 8, once you have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed.
    5. By purchasing a Subscription, you are expressly requesting that you wish access to Our Web App to be made available to you. Please be aware that We do not offer any Subscriptions that do not begin immediately.

  7. Payment

    1. Payment for Subscriptions will be due at the time of purchase. Your chosen payment method will be billed immediately upon confirmation of your Subscription.
    2. You will have an option to deduct the payment amount from the Commission amount owed to you under the General Business Terms and Conditions for Publishers.

  8. Cancellation

    1. You may cancel at any time in the following limited circumstances and you may be entitled to a full or partial refund for services or digital content not provided:
      1. We have incorrectly described Our Web App or it is faulty; or
      2. We have informed you of an upcoming change to Our Web App or to these Terms and Conditions that you do not agree to; or
      3. We have informed you of an error in the price or description of your Subscription or Our Web App and you do not wish to continue; or
      4. There is a risk that the availability of Our Web App may be significantly delayed due to events outside of Our control; or
      5. We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to you.
    2. Non-renewing Subscriptions cannot be cancelled. Auto-renewing Subscriptions can be cancelled at any time, however, no refunds can be provided and you will continue to have access to Our Web App for the duration of the remainder of the Subscription period you are currently in. Cancelling an auto-renewing Subscription only prevents it from being auto-renewed.

  9. Our Intellectual Property Rights and Licence

    1. We grant you a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our Web App to monitor site performance metrics, subject to these Terms and Conditions.
    2. Intentionally Omitted
    3. All other Content included in Our Web App (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
    4. By accepting these Terms and Conditions, you hereby undertake:
      1. Not to copy, download or otherwise attempt to acquire any part of Our Web App;
      2. Not to disassemble, decompile or otherwise reverse engineer Our Web App;
      3. Not to allow or facilitate any use of Our Web App that would constitute a breach of these Terms and Conditions; and
      4. Not to embed or otherwise distribute Our Web App on any website, ftp server or similar.

  10. Links to Our Web App

    1. You may link to Our Web App is hosted provided that:
      1. You do so in a fair and legal manner;
      2. You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
      3. You do not use any of Our logos or trade marks (or any others displayed on Our Web App) without Our express written permission; and
      4. You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
    2. You may not link to Our Web App from any other website the content of which contains material that:
      1. Is sexually explicit;
      2. Is obscene, deliberately offensive, hateful or otherwise inflammatory;
      3. Promotes violence;
      4. Promotes or assists in any form of unlawful activity;
      5. Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
      6. Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
      7. Is calculated or is otherwise likely to deceive another person;
      8. Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
      9. Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive;
      10. Implies any form of affiliation with Us where none exists;
      11. Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents and database rights) of any other party; or
      12. Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

  11. Links to Other Content

    We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.

  12. Intentionally Omitted

  13. Intentionally Omitted

  14. Acceptable Usage Policy

    1. You may only use Our Web App in a manner that is lawful and that complies with the provisions of this Clause 14. Specifically:
      1. You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
      2. You must not use Our Web App in any way, or for any purpose, that is unlawful or fraudulent;
      3. You must not use Our Web App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
      4. You must not use Our Web App in any way, or for any purpose, that is intended to harm any person or persons in any way.
    2. Intentionally Omitted
    3. We reserve the right to suspend or terminate your Account and/or your access to Our Web App if you materially breach the provisions of this Clause 14 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
      1. Suspend, whether temporarily or permanently, your Account and/or your right to access Our Web App (for more details regarding such cancellation, please refer to sub-Clause 8.9);
      2. Intentionally Omitted
      3. Issue you with a written warning;
      4. Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
      5. Take further legal action against you as appropriate;
      6. Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
      7. Any other actions which We deem reasonably appropriate (and lawful).
    4. We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.

  15. Data Processing Agreement in respect of Publisher Personal Data

    1. Protecting Personal Data is very important to ALZ. Our Web App does not store individual user identifiers or other data that allows to track individual users. However, our servers are exposed to technical information, including IP addresses and “user agent” strings, when collecting site performance statistics.
    2. Each Party shall comply with its respective obligations under the Data Protection Legislation in relation to all Personal Data that may be Processed in the performance and operation of this Agreement.
    3. With respect to the Parties' rights and obligations under this Agreement, if at any time ALZ Processes or receives or otherwise has access to Publisher Personal Data then the Parties agree that the Publisher is the Controller and that ALZ is the Processor.
    4. Publisher shall comply at all times with the Data Protection Legislation and shall procure, ensure and provide evidence to ALZ upon individual request thereof, of the fair and lawful basis upon which Publisher has obtained consent in relation to the processing of Publisher Personal Data in the performance of this Agreement.
    5. Publisher acknowledges and confirms for the avoidance of any doubt that it is solely responsible for complying with its obligations under Data Protection Legislation in relation to procuring a fair and lawful basis upon which ALZ may Process the Publisher Personal Data for the purpose of providing the services to Publisher under these Terms.
    6. ALZ shall
      1. only Process Publisher Personal Data for the Purposes
      2. process the Publisher Personal Data only on behalf of the Publisher and only in accordance with the written instructions of the Publisher (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by the Publisher to ALZ in writing during the term of this Agreement);
      3. process the Publisher Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services under this Agreement and for no other Purposes unless it has first obtained the written authorisation of Publisher. ALZ may also Process Publisher Personal Data where required by any applicable laws provided ALZ gives prior notification to the Publisher of such requirement save where prohibited from doing so by applicable law;
      4. implement and maintain appropriate technical and organisational measures in accordance with the requirements of the GDPR to protect Publisher Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure.
      5. at all times maintain a back-up copy of Publisher Personal Data ensuring that up-to-date back-ups are held in safe and secure off-site storage, so as to ensure that ALZ is able to restore the availability and access to Publisher Personal Data in a timely manner in the event of any unauthorised or unlawful Processing or accidental loss, destruction, damage, alteration or disclosure of Publisher Personal Data;
      6. regularly test, assess and evaluate the effectiveness of its organisational and technical security measures;
      7. take reasonable steps to ensure the reliability of any staff who have access to the Personal Data, including ensuring they have undergone appropriate vetting and adequate training in data protection, data Processing and in the responsibilities, care and handling of Personal Data;
      8. ensure that none of the staff publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Publisher;
      9. notify the Publisher as soon as reasonably practicable and in any event within 2 days, if it receives:
        1. a request from a Data Subject to have access to their Personal Data;
        2. a request from a Data Subject exercising any rights of the data subject under the GDPR; or
        3. a complaint or request relating to the Publisher's obligations under the Data Protection Legislation;
      10. provide the Publisher with full co-operation and assistance in relation to any complaint or request made;
      11. immediately notify Publisher in the event of any breach by ALZ of any Data Protection Legislation or any unauthorised or unlawful Processing of Publisher Personal Data or in the event of any accidental loss, corruption, destruction or damage to Publisher Personal Data and provide Publisher with an explanation of the cause of the breach and its proposals to remedy the unauthorised event or accidental event (as the case may be). ALZ shall, subject to the Publisher's reasonable instructions, promptly implement and maintain all measures and steps that are necessary to remedy the breach and to minimise the likelihood of a future breach. In the event of an unauthorised event or an accidental event, ALZ shall provide the Publisher with such information and assistance as it requires to satisfy its requirements to notify any applicable Regulator and/or any affected Data Subjects, and promptly restore such Publisher Personal Data using its back up or disaster recovery procedures;
      12. permit the Publisher, to inspect and audit ALZ's data Processing activities (and/or those of its agents, subsidiaries, sub-processors and subcontractors) and comply with all reasonable requests or directions by the Publisher to enable the Publisher to verify and/or procure that ALZ is in full compliance with its obligations under this Agreement;
      13. co-operate and assist the Publisher or any Regulator where the Publisher is required to deal or comply with any assessment, enquiry, notice or investigation by a relevant Regulator, in particular by the ICO, so as to enable the Publisher to comply with all of its obligations as a Controller which arise as a result of such an assessment, enquiry, notice or investigation;
      14. provide a written description of the technical and organisational methods employed by ALZ for Processing Personal Data (within the reasonable timescales required by the Publisher), and such other information or assistance that the Publisher may reasonably require to carry out a data protection impact assessment and any subsequent prior consultation with a Regulator that may be required by Publisher; and
      15. not Process Publisher Personal Data outside the European Economic Area without the prior written consent of the Publisher and, where the Publisher consents to a transfer, to comply with:
        1. the obligations under Chapter V of the GDPR by providing an adequate level of protection to any Publisher Personal Data that is transferred; and
        2. any reasonable instructions notified to ALZ by the Publisher, including entering into the so called European Commission approved Model Clauses or such other transfer mechanism as may be permitted by applicable Data Protection Legislation.
      16. Publisher consents to the appointment of the Third Parties by ALZ. ALZ shall obtain prior written consent from the Publisher in order to transfer the Publisher Personal Data to any subcontractors, sub-processors or affiliates other than the Third Parties for the provision of the Services under this Agreement.
      17. ALZ shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Agreement in such a way as to cause the Publisher to breach any of its applicable obligations under the Data Protection Legislation.
      18. Upon notification by a Regulator or written request by the Publisher, ALZ agrees that a Regulator or the Publisher (or its appointed representatives) may enter its relevant premises to audit, examine and inspect ALZ’s procedures, premises, equipment, facilities, materials and documentation from or on which Publisher Personal Data has been Processed or is Processed or is to be Processed pursuant to this Agreement by ALZ and/or the Personnel or its sub-processors, as the Publisher may require to enable it to assess and monitor ALZ’s compliance with its obligations under this section ALZ agrees that it will co-operate with and assist the Publisher or a Regulator in the operation of any audit.
      19. Upon termination of this Agreement or as may be requested in writing at any time by the Publisher, ALZ shall immediately cease to use Publisher Personal Data and shall at the discretion of the Publisher return or destroy it including all existing copies of it.
      20. Publishers can obtain information about their data via the usual contact channels or by sending an e-mail to support@clickio.com

  16. Problems with Our Web App and Consumers’ Legal Rights

    1. If you have any questions or complaints regarding Our Web App, please email Us at support@clickio.com.

  17. Disclaimers

    1. No part of Our Web App or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only.
    2. Subject to your legal rights, insofar as is permitted by law, We make no representation, warranty, or guarantee that Our Web App will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
    3. We make reasonable efforts to ensure that the content contained within Our Web App is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Our Web App (and the content therein) is complete, accurate or up-to-date.

  18. Our Liability

    1. To the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Our Web App or the use of or reliance upon any Content included in Our Web App.
    2. To the fullest extent permissible by law, We accept no liability to consumers or businesses for loss or damage that is not foreseeable.
    3. To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Web App or any Content included in Our Web App.
    4. If you are a business, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
    5. We exercise all reasonable skill and care to ensure that Our Web App is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our Web App (including the downloading of any Content from it) or any other website or service that We may provide a link to.
    6. We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Web App resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
    7. Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of applicable consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office

  19. Viruses, Malware and Security

    1. We exercise all reasonable skill and care to ensure that Our Web App is secure and free from viruses and other. We do not, however, guarantee that Our Web App is secure or free from viruses or other malware and accept no liability in respect of the same.
    2. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
    3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Web App.
    4. You must not attempt to gain unauthorised access to any part of Our Web App, the server on which Our Web App is stored, or any other server, computer, or database connected to Our Web App.
    5. You must not attach Our Web App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
    6. By breaching the provisions of sub-Clauses 19.3 to 19.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Web App will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.

  20. Privacy and Cookies

    The Use of Our Web App is also governed by Our Privacy Policy, available from https://legal.clickio.com/PrivacyPolicy/. This policy is incorporated into these Terms and Conditions by this reference.

  21. Data Protection in respect of Personal Data other than Publisher Personal Data

    We will only use your personal information as set out in Our Privacy Policy available from https://legal.clickio.com/PrivacyPolicy/.

  22. Communications from Us

    If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our Web App, and changes to your Account.

  23. Other Important Terms

    1. We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
    2. You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
    3. The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
    4. If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
    5. No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

  24. Changes to these Terms and Conditions

    1. We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our Web App after the changes have been implemented. You are therefore advised to check this page from time to time.
    2. In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

  25. Contacting Us

    To contact Us, please email Us at support@clickio.com.

  26. Law and Jurisdiction

    1. These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
    2. Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.