ClickBank Knowledge Base /Audience Builder /ClickBank Audience Builder

Terms and Conditions

Megan Mann
posted this on February 04, 2013 11:09

ClickBank Website Terms of Use Guide

 

This Website Terms of Use Guide (the "Guide") is provided to ClickBank Powered subscribers for general informational purposes, as a resource to use when preparing terms of use for their websites.  Please note that while this Guide provides a lot of information, the laws and regulations that apply to websites are constantly changing.  As a result, ClickBank cannot guarantee that the Guide will always remain current, accurate, complete or useful.   We recommend that you consult with a lawyer to assist You in preparing terms of use for Your website, since this Guide is not intended to be used as legal advice or substitute for legal counsel.    

 

General Considerations. Your website terms of use are intended to be a contract between You and each user of Your website.  They are designed for posting on Your website and contain certain provisions governing users’ access to, and use of, Your website.  Your website terms of use should aim to:

 

  • Help You minimize Your potential liability to users of Your website by defining your relationship with them.
  • Protect the intellectual property included on or accessed through Your website.
  • Set out rules for use of Your website.

 

Your website terms of use should be (i) easy to understand by the intended users of Your website; (ii) consistent with Your website privacy policy as well as any other notices, statements and representations on Your website; and (iii) reviewed periodically and updated as necessary to reflect any changes in legal requirements or new features or changes to Your website.

 

Sample Terms of Use.  Below is a sample website terms of use agreement that includes typical provisions for websites operated by businesses for business or consumer end users.  Throughout these sample website terms of use, there is [bracketed] language to provoke thought on specific issues or to present language options that will help You address the features and content of Your website.  ClickBank commentary is bracketed in italics.

 

While many of the provisions in the sample website terms of use agreement below apply to a broad range of websites, Your website terms of use must be carefully customized for Your website.  Not all of the clauses may be appropriate as drafted for your particular website. 

 

Terms of Use

 

Last Modified: [DATE]

[Note:  Your terms of use should identify the date they were last modified.]

 

[Note:  If you use a browsewrap agreement, to increase the likelihood of enforceability your terms of use, place a statement similar to the second paragraph below in a prominent position on Your website’s homepage, notifying users that (i) use of Your website is governed by the terms of use; (ii) use of Your website is deemed acceptance of the terms of use; and (iii) users who do not agree to the terms must not use Your website.  This statement should include a link to the full terms of use and be located so that users can see the notice without having to scroll down the page.] 

 

Welcome to the website of [YOUR NAME] ("Company", "we" or "us").  The following terms and conditions (the "Terms of Use") together with any documents referred to herein apply to your use of [WEBSITE DOMAIN NAME] (the "Website"), including its content, any servers, computers or networks used to provide the Website, and any services or items obtained through the Website (collectively with the Website, the "Services").  These Terms of Use constitute a legally binding agreement between you, the Company and Click Sales Inc., a Delaware corporation ("ClickBank"). 

 

By using any of the services [or by clicking to accept or agree to the Terms of Use when this option is made available to you], YOU AGREE AND CONSENT TO BE BOUND BY THEse TERMS of use, INCLUDING ANY CHANGES TO THese terms of use OR ADDITIONAL POLICIES INCORPORATED herein BY REFERENCE WHICH the company MAY MAKE IN ITS SOLE DISCRETION, FOR AS LONG AS YOU USE THE SERVICES.  If you do not agree to these Terms of Use or The Privacy Policy, DO NOT USE the Website.

 

In addition to any other rights or remedies afforded the Company under or otherwise in connection with these Terms of Use, you agree and acknowledge that you have read and agree to comply with the Company’s Privacy Policy, which are incorporated into these Terms of Use.

 

Accessing the Services and Account Security

[Note:  To minimize the risk of being subject to the Children’s Online Privacy Protection Act of 1998, You should include a requirement that users be at least 13 years of age or older.  Ideally, You should require users to be old enough to form a valid contract, which is usually 18 years of age.]

 

By using the Services, you represent and warrant that you are at least 13 years old. If You are at least 13 years old but under the age of 18, You may only use the Services if you have consent from your parent or legal guardian.  Accordingly, you agree that you are at least 18 years of age or have obtained the consent of Your parent or legal guardian to use the Services, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in these Terms of Use.

 

We reserve the right to modify or terminate the Services, including but not limited to any material we provide on the Website, in our sole discretion without notice.  Neither Company nor ClickBank will be liable if all or any part of the Website is unavailable at any time or for any period.  

 

You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges).  In addition, you must provide and are responsible for all equipment necessary to access the Services.  You are responsible for ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use, and that they comply with them.

 

To access the Services or some of the resources offered, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Services that all the information you provide on the Website is correct, current and complete.

 

If you choose, or you are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party.  You agree to immediately notify the Company of any unauthorized use of your user name or password or any other breach of security.  You also agree to ensure that you exit from your account at the end of each session.  You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 

We have the right to disable any user name or password, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of these Terms of Use.

 

Intellectual Property Rights

[Note:  Your terms of use should specifically set out what users may do with the content of Your website.  Typically, this is limited to a right to use the website for personal use only.  If You have a business to business website, You may consider permitting use of Your website content for legitimate business purposes relating to the user’s role as Your potential or current supplier, distributor or customer.  The sample language below can be tailored to provide for more narrow or expansive user rights as appropriate for Your website.]

 

The Services (including but not limited to all Website information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

 

You are permitted to use the Services for your personal, non-commercial use only [or legitimate business purposes related to your role as a current or prospective customer, supplier or distributor of the Company].  You must not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, including material sold on or through the Website, except to:

  • Store copies of such materials temporarily in RAM.
  • Store files that are automatically cached by your browser for display enhancement purposes.
  • Print a reasonable number of pages of the Website for a permitted use.

 

You must not:

  • Modify copies of any materials available on or through the Website, whether or not you purchase such materials.
  • [Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.]
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials available on or through the Website.
  • Reproduce, sell or exploit for any commercial purposes any part of the Services or materials obtained through the website.

 

[If you wish to make any use of material on the Website other than that set out in this section, please address your request to: [E-MAIL ADDRESS].]

 

If you print, copy, modify, download or otherwise use any part of the Services or materials in breach of the Terms of Use, your right to use the Services and/or materials will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.  No right, title or interest in or to the Services, including but not limited to any materials on the Website, is transferred to you, and all rights not expressly granted are reserved by the Company.  Any use of the Services or materials not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

 

Trademarks

[Note:  This section puts users on notice that certain names or logos appearing on Your website are proprietary.]

 

The Company name, the terms [LIST TRADEMARKS], [the Company logo/ClickBank logo, CLICKBANK] and all related names, logos, product and service names, designs and slogans are trademarks of the Company, ClickBank or their affiliates or licensors.  You must not use such marks without the prior written permission of the Company.  All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

 

Prohibited Uses

[Note:  This section contains a list of uses of Your website which are expressly prohibited.  The list of restricted uses should be expanded or narrowed as applicable based on the nature of Your website.]

 

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

  • In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
  • To impersonate or attempt to impersonate any other person or entity (including, without limitation, the use of e-mail addresses associated with the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services or expose them to liability.

 

 

Additionally, you agree not to:

  • Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
  • Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including to monitor or copy any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Services.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any part of the Services.
  • Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Services.

 

Monitoring, Enforcement, and Termination

[Note:  This section puts users on notice that You reserve the right to take necessary legal action against users and sets out the circumstances under which You can terminate users’ access to Your website.]

We have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.  We also have the right to terminate your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND CLICKBANK FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY THE COMPANY, CLICKBANK OR GOVERNMENTAL AUTHORITIES.

 

Reliance on Posted Information

[Note:  Many websites provide advice and information to users on specialized topics.  Even if You give it for free, in some circumstances, You may have liability for providing advice.  If You provide advice, You should attempt to reduce Your risk of liability by including appropriate disclaimers or statements designed to limit the expectations of Your users.]

 

The information presented on the Website or otherwise provided through the Services is made available solely for general information purposes.  We do not warrant the accuracy, completeness or usefulness of this information.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of contents of the Services.

 

Changes to the Services

[Note:  This section helps to prevent users from arguing that You have agreed to provide certain content.]

 

We may update the Services from time to time, but the Website content and content otherwise provided through the Services is not necessarily complete or up-to-date.  Any of the material on the Website or otherwise provided through the Services may be out of date at any given time, and we are under no obligation to update such material.  We may change the Services at any time with or without notice.  We may suspend access to the Website, or terminate it indefinitely.

 

Information About You

[Note:  You should notify users of the existence of Your privacy policy in the terms of use and include a link to the privacy policy in this section.]

 

All information we collect on the Website is subject to our Privacy Policy [INSERT LINK]. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.  You represent and warrant that all data provided by you is complete and accurate.

 

E-mail, User Submissions, and Security

[Note:  Add the language below to Your terms of use.]

 

E-mails and other communications and submissions via the Internet may not be secure.  Please consider this fact before sending any personal or confidential information over the Internet by any means.  You acknowledge and agree that any information or materials obtained from or through the Website are not guaranteed to be free from computer viruses or other harmful defects.

 

[Online Purchases]

[Note:  Any sale of goods or services through Your website should be governed by an additional contract between You and the customer.  This section is intended to make the user of Your website aware that any purchases made through Your website are governed by the website’s terms of sale, and this section should include a link to such terms.]

 

All purchases through the Website or other transactions for the sale of [goods] [or] [services] [or] [information] formed through the Services or as a result of visits made by you are governed by our Terms of Sale [INSERT LINK].

 

Linking to the Website

[Note:  You do not want links to be set up from websites containing illegal or commercially undesirable content, or that imply that the content of a linked-to webpage has been published by another website.  This provisions seeks to rebut any assumption that an implied license for such practices may have been granted.]

 

You may link to the homepage of the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.  You must not establish a link from any website that is not owned by you.  The Website must not be framed on any other website, nor may you create a link to any part of the Website other than the homepage.

 

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

 

Links from the Website

[Note:  This section aims to reduce the possibility You will be found responsible for the accuracy of information contained on a third party’s website or any products or services obtained through a third party’s website, if You provide a link from Your website to a third party’s website.]

 

If the Website contains links to other websites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links.  We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use and other policies for such websites.

 

Geographic Restrictions

[Note:  This section puts users on notice that Your website is intended only for users located in the United States.]

 

The Website is owned and operated in the United States and is provided for use only by persons located in the United States.  We make no claims that the Website or any of its content is accessible or appropriate outside of the United States.  Access to the Website may not be legal by certain persons or in certain countries.  If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

Disclaimer

[Note:  ClickBank requires You to limit liability for any loss or damage arising from the use of its website and Your website by a user.   Add the language below to your terms of use.]

 

YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE SERVICES.  THE SERVICES AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.  NEITHER THE COMPANY, CLICKBANK, NOR ANY PERSON ASSOCIATED WITH THE COMPANY OR CLICKBANK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES.  WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY, CLICKBANK, NOR ANYONE ASSOCIATED WITH THE COMPANY OR CLICKBANK REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

THE COMPANY AND CLICKBANK HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 

 

Limitation of Liability

[Note:  ClickBank requires You to limit liability for any loss or damage arising from the use of its website and Your website by a user.   Add the language below to your terms of use.]

 

IN NO EVENT SHALL THE COMPANY, CLICKBANK, THEIR related parties and affiliates, OR THEIR officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assigns (the "CLICKBANK PARTIES"), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THESE TERMS OF USE AND/OR ANY (A) USE OF OR INABILITY TO USE THE SERVICES; (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, WHETHER OR NOT THE COMPANY AND/OR CLICKBANK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF THE COMPANY AND CLICKBANK SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

 

Indemnification

[Note:  This section sets out a user’s indemnification obligations for damages and other losses that ClickBank and/or You may suffer as a result of the user’s breach of the terms of use.  Add the language below to your terms of use.]

 

To the fullest extent permitted by law, you agree that in the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever ("Claim") in connection with your use of the Services, you shall defend, indemnify and hold harmless the ClickBank Parties, from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) ("Losses") incurred by any ClickBank Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.

 

Upon receiving notice of a Claim for which the Company and/or ClickBank is entitled to indemnification by you, the Company and/or ClickBank shall provide you with written notification and the opportunity to assume control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at your sole expense; provided, however, that (a) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by the Company and/or ClickBank will require the prior written consent of the Company and/or ClickBank; (b) the failure to provide timely notice, control, or assistance shall not relieve you of your indemnification obligations; and (c) the Company and/or ClickBank may have their own counsel present at and participating in all proceedings or negotiations relating to a Claim, at their own expense, unless you fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case you shall pay all expenses related to the Company's and/or ClickBank's use of such counsel.

 

Governing Law, Dispute Resolution, and Attorneys’ Fees

[Note:  Add the language below to Your terms of use.]

 

You agree that Idaho law will govern these Terms of Use and that any action, suit, proceeding, or claim arising out of or related to these Terms of Use must be brought exclusively in federal or state courts located in Boise, Idaho.  You hereby submit to the jurisdiction and venue of such courts and waive any objection based on inconvenient forum.  You agree to indemnify the Company and ClickBank for all of their reasonable attorneys' fees and costs incurred as a result of any action, suit, proceeding or claim brought by you, the Company or ClickBank in which the Company or ClickBank (or both) is found to be the prevailing party. 

 

YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THESE TERMS OF USE.

 

Waiver and Severability

[Note:  This section seeks to prevent a user from successfully arguing that You or ClickBank waived rights under the terms of use and that certain provisions of the terms of use will survive even if other provisions are found unenforceable or invalid.  Add the language below to Your terms of use.]

 

The waiver or failure by the Company and/or ClickBank to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of the Company and ClickBank set forth in these Terms of Use are cumulative and are in addition to any rights or remedies the Company and ClickBank may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

 

If any provision of these Terms of Use is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.

 

Entire Agreement

[Note:  This section is used to reduce the risk that You and/or ClickBank will be liable to users for any understandings, agreements or representations and warranties other than those expressly set out in Your terms of use.  Add the language below to Your terms of use.]

 

These Terms of Use, together with any policies incorporated by reference into and made a part of these Terms of Use, constitute the complete and exclusive agreement between the parties relating to the subject matter hereof.  These Terms of Use supersede all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter.  

 

Amendment

[Note:  Unilateral changes to contracts can pose significant enforceability issues, and the general contract principles of notice, assent and additional consideration apply.  Users should be notified and given the opportunity to review the terms of use whenever You materially revise them.  Users can be notified of the revisions by posting a notice on Your website or by other means such as e‑mail.  Ideally, users should be required to affirmatively accept the revised terms of use through a click-through method the next time the user logs on to Your website or makes a purchase through Your website.

 

You should ensure that You retain adequate records with respect to Your terms of use to enable future identification of the version of the terms of use that applies to a given user.  To the extent that the records are paper or on disk, the records should be kept in one place.  You should (i) record when You first posted each version of the terms of use, and keep a copy of those terms of use; (ii) record when You revised such terms of use, and keep a copy of the revised terms of use; and (iii) institute a mechanism to associate each user’s use of Your website with the terms of use that were applicable at the time of such use.] 

 

The Company reserves the right to amend these Terms of Use at any time.  When we amend the Terms of Use, we shall make reasonable efforts to provide you with general, not specific, notice of such changes by posting a conspicuous announcement at [INSERT WEBSITE] that such changes or amendments have occurred and identifying which particular provisions have changed.  Such announcement shall be maintained for [no less than 30 days] following the effective date of such amendment.  Your continued use of the Services following the posting of such amendment will signify and be deemed your assent to and acceptance of the revised terms.  You agree that you have the burden to review periodically [INSERT WEBSITE] to inform yourself of any such changes.

 

How to Contact Us

[Note:  Add the language below to Your terms of use.]

 

If you have any questions about these Terms of Use or about the Services, please contact us by email at [E-MAIL ADDRESS], [phone at [PHONE NUMBER], or by mail at:

[ADDRESS]]

 

 

YOUR USE OF AND RELIANCE ON ANY INFORMATION IN THIS GUIDE IS AT YOUR OWN RISK.  CLICKBANK DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM YOUR RELIANCE ON THE INFORMATION CONTAINED IN THIS GUIDE.

 

 

 
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