Participate in the Click Nectar™ affiliate program and generate income by helping others save money!
The terms and conditions of your use of the services are outlined in the following agreement and the order form that you and Click Nectar entered into (collectively, the “AGREEMENT”). The services are only offered for your company’s internal use. YOU ACCEPT THE AGREEMENT BY ACCESSING OR USING THE SERVICES. The term “customer” will refer to the entity and its affiliates if you are entering into this agreement on behalf of a company or another legal entity, in which case you represent that you have the authority to bind such entity and its affiliates to this agreement. You must not accept this agreement and/or use the services if the legal entity you represent disagrees with it.
1. Defining Terms
“Affiliate” refers to a company that is either controlled by the customer or has common control over them. In this definition, “control” refers to the ability to govern or steer the operations of the relevant person or entity, whether through contract, ownership of voting stocks, or some other means.
“Authorized Users” are contractors, employees, agents, and representatives of the customer who have been given access to the SaaS product and services by Click Nectar.
2. SERVICES
2.1 Click Nectar will supply the Services to Customer in accordance with the terms and conditions of this Agreement.
2.2 During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Click Nectar grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable right for Customer and its Authorized Users to access the Services, solely for Customer’s internal business use, on the Customer Sites, according to Click Nectar Documentation.
2.3 Click Nectar may separately provide professional consulting services to assist Customer and train Customer staff in the configuration stage and function, provided that such services are included under the Order Form. Unless expressly stated in the Order Form and paid for in full, such services are expressly excluded from the terms of this Agreement and the Order Form. To assist with onboarding and initial configuration, Click Nectar may offer access to subject matter experts; however, these professional services are project-based and supplied under a different scope of work that will be an integral element of the Order Form.
3. USE BY CUSTOMERS
The client hereby agrees to:
3.1 Give Click Nectar the information that is reasonably requested by Click Nectar and needed for the Services in respect to each Customer Site, and maintain the accuracy of such information. Click Nectar reserves the right to terminate the Services in connection with a Customer Site if the Customer fails to provide any information that is reasonably requested by Click Nectar within seven (7) days of the written request and that information is required to provide the Services in connection with the Customer Site. In such a scenario, the Customer will not be charged any fees for the Customer Site following the termination.
3.2 Use the Services in accordance with all applicable laws and rules, including any applicable privacy and data security legislation. Each party guarantees that the other party’s agreement does not prohibit the customer from utilizing the services as described in this agreement.
3.3 Utilizing reasonable industry standards, maintain and secure all login credentials used by Authorized Users in connection with their use of the Services and safeguard them against unauthorized use or disclosure.
3.4 The Authorized Users shall be designated by the customer, who will also create their usernames and passwords. The customer is only in charge of upholding the authorized users’ statuses, as well as all of their usage of the services and activities. The secrecy of all usernames, passwords, access, and account information under their control shall be upheld by the customer and its authorized users. If someone gains illegal access to the Services, Click Nectar is not liable. If the customer has reasonable suspicions that the Click Nectar Websites or Services have been compromised, or that there has been any unauthorized use or access to them, they should notify Click Nectar right away. This includes any unauthorized use or disclosure of account information or any other security breach involving the customer’s passwords, usernames, or access information that may have happened or is likely to happen.
4. CHARGES, DUES, AND TAXES
4.1 The amounts specified in the Order Form (“Fees”) must be paid by Customer to Click Nectar in exchange for the usage of the Services. In accordance with the terms of the Order Form, fees will be invoiced and paid according to its provisions. Unless otherwise specified, fees will be paid annually in advance, with each invoice having a 30-day payment deadline. Fees are subject to an increase of up to 5% (the “Increase”) after the Contract Initial Term (as such term is defined in the Order) and upon any Renewal period.
The Increase may also be applicable if Click Nectar discontinues to provide a particular Service specified in this Order and replaces it with a different Service that provides reasonable, equivalent entitlements.
4.2 There will be a 1.5% monthly late fee, compounded annually, applied to any payments that are not made by the deadline. Fees must be paid by wire transfer to the account specified on the order form or to another account that Click Nectar may from time to time designate. The fees do not include VAT.
4.3 Any taxes, levies, charges, or other governmental assessments of any kind—such as value-added, sales, use, or withholding taxes—that are levied by any jurisdiction are not included in the fees (collectively, “Taxes”). The customer is in charge of covering all taxes related to the transactions made under this agreement. Unless Customer provides Click Nectar with a valid tax exemption certificate authorized by the relevant taxing authority, Click Nectar will invoice Customer and Customer will pay the amount if Click Nectar is legally required to pay or collect Taxes for which Customer is responsible under this section. To be clear, Click Nectar is only liable for taxes that are assessed against it due to its revenue, assets, and workforce.
5. PRIVACY AND DATA PROTECTION
The parties agree that under this Agreement, the processing of personal data will be governed by the Data Processing Agreement as defined by applicable laws, rules, directives, and certifications pertaining to privacy and data protection (collectively, “Data Protection Laws”).
6. REPRESENTATIONS OF CLICK NECTAR
In execution of this Agreement, Click Nectar hereby guarantees, represents, and covenants that: (i) the Services do not violate any third party’s rights, including but not limited to intellectual property rights and privacy rights; (ii) Click Nectar has complied fully with all third-party licenses, permits, and authorizations required in connection with such Software as a service product; (iii) the Services are free of viruses, worms, Trojan horses, or other harmful or destructive code or content; (iv) the Services do not install any hidden components or bundle any additional software; and (v) Click Nectar will perform this Agreement in accordance with all applicable laws.
7. DISCLAIM
7.1 WITH THE EXCLUSION OF ALL WARRANTIES, STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF BRANDABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY, CLICK NECTAR PROVIDES THE SERVICES AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. Moreover, Click Nectar disclaims all warranties about the uninterrupted or error-free use of the services.
7.2 The customer understands that the completeness and correctness of the information supplied determines the quality and accuracy of the Software as a service Product’s suggestions. THE CUSTOMER ACKNOWLEDGES THAT Click Nectar SHALL NOT BE LIABLE OR RESPONSIBLE FOR FAULTS, ERRORS, OR ERRONEOUS RECOMMENDATIONS PROVIDED ON THE BASIS OF INFORMATION PROVIDED BY THE CUSTOMER OR AUTHORIZED USERS THAT IS UNtimely, incomplete, inaccurate, false, or misleading.
8. LIABILITY LIMITATION
The maximum aggregate liability of any party arising out of or related to this agreement shall not exceed the total amount of fees paid by the customer to Click Nectar during the twelve (12) months prior to the date the liability first arises, unless there is deliberate misconduct or fraud, and only to the extent permitted by law. IF AT ALL POSSIBLE, TO THE MAXIMUM PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WASTING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT CLICK NECTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. TERM AND ENDING
9.1 Unless otherwise terminated in line with the provisions of this Section 12, this Agreement will take effect on the Effective Date specified in the Order and last for the duration specified in the Order Form (the “Term”).
9.2 Either party may immediately terminate this Agreement by providing written notice to the other party in the following situations: (i) the other party breaches a material provision of this Agreement and does not remedy the breach within seven (7) days of being notified in writing; (ii) the other party is declared bankrupt or insolvent, files a petition under any bankruptcy or similar laws, or a trustee or receiver is appointed on its behalf.
10. COMMENTS
All notices and other communications under this agreement must be made in writing and sent to the address listed in the order form, or to any other address that any party may designate to the other in accordance with the above procedure. They may also be sent by registered mail, overnight courier service that obtains a receipt to prove delivery, facsimile, or email transmission with written confirmation of receipt. Any notices or other communications sent by registered mail will be considered given three (3) calendar days after posting; notices and other communications delivered in person or via courier service will be considered given upon delivery; notices and other communications sent by facsimile or email transmission will be considered given on the business day following transmission.
11. OVERALL
With regard to the subject matter of this Agreement, any prior oral or written agreements or representations are superseded by this Agreement, which is the entire agreement between Click Nectar and Customer. Any terms and conditions included in any separate purchase order from the customer are hereby specifically rejected, superseded, and excluded. Click Nectar reserves the right to modify these terms at any time. Modifications will take effect on the date they are posted on the Click Nectar website at https://clicknectar.com/terms-condition/. They will only apply to the renewal of the Order and Agreement, subject to any applicable laws. Customer consents to be bound by the updated terms by accessing or using the Services after they have been updated.