User Agreement Terms of Service
This Anura.io® User Agreement Terms of Service ("Terms of Service") is entered into as of MONTH DATE, YEAR between CUSTOMER BUSINESS NAME with its principle office located at ADDRESS CITY, STATE COUNTRY ("Customer") and eZanga.com, Inc. ("Company"), a Delaware corporation with its principle office located at 222 Carter Drive, Ste. 201, Middletown, DE 19709 USA. These User Agreement Terms of Service in association with the corresponding Insertion Order(s) will be referred to as the "User Agreement."
WHEREAS, Customer intends to use Company technology ("script" and "code") to analyze the validity of internet visitors for Customer's operation, or by use on behalf of their client's, and give Customer the tools to decide what to do with the traffic in real-time as well as provide comprehensive, granular reports.
NOW, THEREFORE, in consideration of the mutual covenants and agreements (including but not limited to User Agreement and Insertion Order) hereinafter set forth, the parties hereto agree to the following:
Terms of Service Scope
1.1 Scope: Company agrees to provide technology analytical services for use as described above in association with the Monthly Rate, Payment Schedule, Service Terms as agreed to on the corresponding executed Insertion Order(s) shall be "Services".
1.2 Insertion Orders: The subscription term(s) for the Services and the applicable fees will be specified in one or more Insertion Orders which are executed by the parties pursuant to this User Agreement. Each Insertion Order will be governed by this User Agreement. In the event of any conflict or inconsistency between this User Agreement and the Insertion Order(s), The User Agreement shall control, and the conflicting or inconsistent provision in the Insertion Order will have no force or effect unless expressly stated otherwise in the Insertion Order. The initial Insertion Order is attached to this User Agreement. The monthly recurring payment for Services must be rendered in advance of receiving said Services.
1.3 Use of Services: Through the use of Company technology, Customer agrees that the Services are designed to analyze internet traffic. (a) For Services to be performed as intended, code may need to be placed on the Customer's web pages, which also may need to be reviewed, approved, and tested by Company, and (b) there is no guarantee that the Services will analyze and report every type of traffic possible, (c) It is incumbent upon the Customer to confirm Company findings and to work with its traffic acquisition partners with reference to traffic Customer believes to be fraudulent, (d) and there is no guarantee the code will analyze all traffic.
Fees and Customer Obligations
2.1 Fees: (a) The Services provided by Company are in conformance with the pricing mutually agreed to in the corresponding Insertion Order. (b) Should the corresponding Insertion Order not reflect pricing, then the Company standard pricing structure will apply.
2.2 Invoicing: (a) Company will submit invoices for charges and expenses to Customer monthly in correlation with the Service Term Start Date. (b) Customer shall make payment of each invoice in terms of net 30 unless stated otherwise in the corresponding Insertion Order.
2.3 Late Payments: Late payments will incur an interest rate of one and one half percent (1.5%) per month which will begin to incur after due date set forth on the invoice due date. (b) and are subject to costs of collection and legal fees.
2.4 Service Suspension: (a) Company may suspend services at any time if payment not received by the invoiced due date. (b) Customer will then be invoiced for the remainder of the full Term of the User Agreement.
Term and Termination
3.1 Service Term: (a) User Agreement begins on the Service Term Start Date (as defined in the initial Insertion Order) and will remain in effect for the term specified in the Insertion Order (the "Initial Term"). (b) Exception being Company or Customer terminates Services in conformance with Section 3.2 below. (c) User Agreement shall automatically renew in subsequent one (1) year terms (the Initial Term, as so extended, the "Term") (d) unless terminated in conformance with Section 3.2 below.
4.1 Customer Compliance: Subject to Customer's compliance with these Terms of Service and in conformance with any corresponding Insertion Orders, including Customer's payment of all fees, Company hereby grants Customer use of its Services by Company solely for Customer's own business use or on behalf of a client.
4.2 User Access to Services: Upon satisfactory receipt of initial payments as set forth in the corresponding Insertion Order(s) and Code is fully implemented, (a) Company will provide Customer with a user account and password for use with the Services. (b) Customer is solely responsible for all actions that occur through the use of the Customer's account. (c) Customer shall maintain the confidentiality of Customer's account passwords at all times. (d) Customer has sole use of this password and it cannot be shared or used in any way that would jeopardize the security of the account or password. In the event a password is lost, stolen, or compromised, Customer agrees to immediately notify Company (e) should Customer become aware of unauthorized access to account or password, or the Customer learns of a security breech as it relates to the Services, Customer will be in immediate contact with Company. (f) Customer is responsible and liable for all acts and omissions of "Users" of its account and agrees to provide indemnification to Company for all claims and losses related to any acts and/or omissions.
4.3 Restrictions: Customer is granted access to Company technology through the use of source code to aid in the identification of fraudulent traffic. Customer, in no way, may permit or encourage (including a third party) any attempt to: reverse engineer, reproduce, disassemble, modify, copy, endeavor to reconstitute, determine the source code, technology, or algorithms of Services; or (a) alter, translate, copy, adapt, Company technology or source code, for use outside Scope or to commandeer Company technology for any derivative work based upon the Services; (b) to thwart, disable or impair security processes used by the Service to gain unauthorized access to Company or its associated networks connected to Company services; (c) transfer rights by loan, rent, sublease or act as an agent or authority in any regard for these Services; (d) infect, upload or process any malicious content to or in connection with the Services.
4.4 Trademarks: Customer may not use Company marks, trademarks or logos without obtaining Company's written consent prior to use and for every instance.
5.1 Confidential Information: Within the Scope of this User Agreement as it relates to Confidential Information either party may be the "Disclosing Party" or the "Receiving Party." Throughout the term of the User Agreement, either party may receive, become aware of or share confidential information of the other party, not only during the implementation process, but also during the term of the User Agreement. (a) Confidential Information includes, but is not limited to, designs, data, processes, concepts, financial, trade secrets, source code, formulas, network access, programs, employee, investor, customer, marketing, supplier data of either party (b) but does not include information that is available or become available into the public domain through no fault of either party.
5.2 Precautions: Unless permitted by the User Agreement or ordered by a court or other government body, the Receiving Party shall treat confidential information from the Disclosing Party in the strictest of confidence. (a) The Receiving Party shall take precautions of such information and limit disclosures on a need-to-know basis only. (b) Any unauthorized release or disclosure of Confidential Information by Receiving Party that causes the Disclosing Party irreparable injury may be entitled to legal action.
Indemnification and Limitation of Liability
6.1 Customer Indemnification: Customer shall indemnify, hold harmless and defend Company, its affiliates, officers, directors, employees, contractors, licensors, licensees, agents, and representatives "Covered Entities" harmless against and all liability, claims, costs, damages, settlements, and expenses including interest, penalties, attorney fees, and expert witness fees. "Liabilities
incurred by any Covered Entity in any way arising out of or relating to this User Agreement or Customer's use of the Sites and/or Services. The Company reserves the right, at Customer's expense, to assume the exclusive defense and control of any matter otherwise subject to Indemnification by Customer, and in such case, Customer agrees to cooperate with Company's defense of such claim.
6.2 Company Indemnification: Company shall indemnify, hold harmless and defend Customer and its Covered Entities harmless against any Liabilities incurred by any Covered Entity in any way arising out of or relating to this User Agreement or Customer's use of the Sites and/or Services.
6.3 Disclaimer of Warranties: The Covered Entities make no warranty of any kind, implied, or expressed. (a) The Covered Entities make no representations as the potential revenues or other benefits that Customer may realize by using the Service. (b) Company does not represent that the Services will be free of bugs, viruses, or errors, or that issues will be corrected or resolved. (c) Company does not represent that the Services will always be available. (d) The Service may have downtime for scheduled maintenance, civilian infrastructure outages linked to internet service delivery, networks or servers, failures of Customer systems, or relating to events beyond Company's control such as natural disaster, flood, earthquakes, strikes, riots, acts of terror, fires, explosions, governmental action or war. The Covered Entities shall not be liable for consequential, punitive, incidental, or other damages. The Covered Entities are not responsible and cannot be held responsible for anything redirected via links to any third-party website or service or anything else.
6.4 Limitation of Liability: Apart from a breach of confidentiality or other contractual breach, in no event will be either party be liable for incidental, direct, indirect, special or exemplary damages including without limitation, any lost data, loss of use, and lost profits arising from or relating to this User Agreement or Services. Should any liability arise from any claim based upon contract, TORT, product liability or otherwise or from whatever legal theory the claim arises, each party's total accumulated liability will not exceed the fees paid by the customer over a three-month period immediately preceding the event.
Children Under 13
7.1 Service(s) are not intended for children under age 13, or for anyone under age 18 without involvement of a parent or guardian. Company does not knowingly collect or distribute information from or about children under 13.
8.1 Information collected by Company or any of its related properties is stored on servers that Company or a contracted supplier manages. The Site(s) do not guarantee the security of any information transmitted on the internet or through services provided.
9.2 Company will recover all legal fees and other costs associated with enforcing this User Agreement.
9.3 "Sites" include, but are not exclusively limited to, Anura.io®, Traffic Advisors.com, and eZanga.com.
9.4 Customer has the responsibility to stay in compliance with all laws and regulations that apply for use of Services on any Site.
9.5 Customer may not copy, modify, or distribute anything from any Site(s).
9.6 Customer may not present or publish any defamatory or libelous copy or commentary of any kind in regard to any Services or any Site.
9.7 Customer shall not provide any information that is false in regards to Customer's registration or any communication otherwise.
9.8 Customer shall not open a subsequent account if Customer's previous or existing account be terminated by us.
10.1 The Agreement is governed by the laws of the State of Delaware in the United States of America. Customer agrees that any legal action under the User Agreement shall be brought in the Federal or State court in Wilmington, Delaware USA.