TrueClicks Terms of Service

Introduction

We are TrueClicks B.V. (TrueClicks or we), we offer a Software-as-a-Service Solution that enables businesses to analyse, monitor and improve paid search campaigns (the Software). These are the terms (the SaaS Terms) that govern the access and use of the Software, and any possible ancillary services, provided by TrueClicks (the Service or Services).

We provide our Services either as a temporary evaluation version (Free Trial or Pilot), a forever free plan with limitations (Free Plan), or as a subscription-based service with enhanced functionality and support for which a monthly subscription fee is due (Subscription-Based Service). The scope of the Service will vary according to the type of subscription used (Subscription Type).

Our Services will be provided as a business-to-business service to professional organizations as customers (the Customer or Customers). Each Customer may use the Services for the benefit of its organization, or on behalf of one or more other organizations.

The Customer determines which individuals may use the Service on their behalf (the End User or End Users) by granting a user account to those specific End Users. TrueClicks does not charge per user (Seat), all End Users are included in the service.

The Service can be accessed via app.trueclicks.com. You can find more information about the Services on our website trueclicks.com (the Website).

Terms

1. SCOPE and APPLICABILITY‍

1.1. These SaaS Terms are applicable to the use by the Customers of one or more of our Services, which includes the Trial, Pilot, Free Plan, and Subscription-Based Services. The Customer accepts the SaaS Terms in the onboarding flow on the Website. For the Free Trial, the End User Terms are applicable (see article 2.2).

1.2. Under these SaaS Terms, TrueClicks shall provide the Customer a non-transferable, non-exclusive, non-sublicensable (unless otherwise stated in these terms) and revocable right under the terms set out in these SaaS Terms to access and use the Services.

2. ACCOUNT and END USERS

2.1. Each Customer will create a Customer account. Through the Customer account, the Customer can invite the End Users to access the Software by means of an invite to register to TrueClicks with an End User account. Within Free Plans, the End Users must create an End User account with the corporate email domain name that corresponds with the Customer’s account. In all cases, the email address (and password) may not be shared across End Users.

2.2. The End Users and the Customers with a Free Trial are bound by the terms of use issued by TrueClicks for the fair and legitimate use of the Service (End User Terms, attached to these SaaS Terms as Annex 1 below). The Customer will be responsible for having the End Users accept these End User Terms before they access the Software.

2.3. All acts and omissions of the Customer’s End User will be deemed acts and omissions of the Customer. Notwithstanding these End User Terms, the Customer will remain responsible and liable for its End Users’ fair and legitimate use of the Services.

3. DURATION, FEE & INVOICING‍

Duration

3.1. These SaaS Terms apply as long as the Customer uses the Services:

3.1.1. This term aligns with the length of the subscription of the Customer, being one month, six months, or one year (the Billing Cycle), or

3.1.2. if the Service is used as a Free Plan, the duration of these SaaS terms is indefinite, or until use of the Service on a Free Plan has cease.

Renewals Subscription-Based Services

3.2. Subscription-Based Services paid by SEPA direct debit or credit card will be renewed automatically for additional periods of the same duration as the initial Billing Cycle, unless either party requests termination of the then-current term.

3.3. Subscription-Based Services paid by electronic invoice will not be renewed automatically. TrueClicks will initiate a renewal offer at the time of completion of a Billing Cycle. Upon agreement of renewing these SaaS Terms and a subsequent Billing Cycle, TrueClicks will invoice the amount due as if the new Billing Cycle followed the last Billing Cycle.

3.4. For Six-month and Twelve-month Subscription-Based Services, TrueClicks offers partial refunds upon request. Please find the conditions of a refund in articles 3.27 and 3.28.

3.5. If these SaaS Terms are terminated for whatever reason, TrueClicks shall deny the Customer and its End Users access to the Subscription-Based Service after the Billing Cycle term lapses. The Free Plan and Free Trial will remain available to the Customer unless the reason for termination regards a breach of these SaaS Terms committed by the Customer.

Free Trial and Pilot

3.6. TrueClicks offers free trials (Free Trial) to allow prospective Customers and End Users (Trial Users) to get acquainted with the Services. A Free Trial lasts 30 days and offers unlimited spend. TrueClicks will determine the additional terms applicable to a Free Trial for a specific Trial User at its sole discretion, as published on the Website and amended occasionally.

3.7. If a Customer manages more than $400,000 or €400,000 of monthly ad spend on Google (and Microsoft), that Customer will be eligible for a 3-month trial with unlimited spend (Pilot). Pilots are subject to fees ($2,000 or €2,000) and arrangements based on discussions between TrueClicks and that Customer.

3.8. Free Trial Users may procure one Free Trial account per organization, provided that the Free Trial account is affiliated with the organization. TrueClicks will analyze this fair use of the Free Trial through the company domain email addresses used by Trial Users.

3.9. Notwithstanding any terms and conditions specific to any Free Trial or Pilot, all terms outlined in these SaaS Terms are applicable to the Trial User’s use of the Services during the Free Trial or Pilot. All Trial Users are bound to the End User Terms.

3.10. When a Free Trial or Pilot ends, the Customer and End User accounts will be automatically downgraded to a Free Plan, unless the Customer chooses a Subscription-Based Service.

Free Plan

3.11. The Free Plan offers most TrueClicks features for up to $50,000 or €50,000 monthly linked ad spend. If more spend is linked, it will not be analyzed by TrueClicks. A Customer is free to select and change which accounts will be analyzed within the given

3.12.The Free Plan will grant Customers limited access and functionality of the Software. TrueClicks will determine the terms and conditions applicable to the Free Plan for all the End Users at its sole discretion, as published on the Website and amended occasionally. Customers can upgrade to a subscription-based service anytime during the Free Plan.

3.13. All the End Users of the Free Plan must have the same email domain as the Customer account owner. The End Users with other email domains cannot log in (or be invited) until the Free Plan is upgraded to a Subscription-Based Service. TrueClicks allows one Free Plan per Customer. Each Customer is identified through its email domain. In case of multiple Free Plans belonging to the same company, TrueClicks is allowed to, at its sole discretion, to remove all but the first Free Plan.

3.14. TrueClicks reserves the right to terminate access to the Services on a Free Plan when the Software is not accessed for at least 60 (sixty) consecutive days. When this limit approaches, we will send reminder emails to all End Users of the free plan to log in to keep access.

3.15. Notwithstanding any terms and conditions specific to the Free Plan, all terms outlined in these SaaS Terms apply to the Free Plan. The End Users are bound to the End User Terms.

Subscription-Based Services

If A Customer wishes TrueClicks to analyze more than $50,000 or €50,000 of monthly ad spend, the use of TrueClicks is subject to the fees as found on the pricing page on the Website. The plan closest to the monthly spend will be the appropriate plan for that Customer. For example, a Customer with $140,000 monthly ad spend to be analyzed will need the TrueClicks $100,000 plan.

Payment Terms

3.16. Each Customer who has one or more Subscription-Based Services will be billed in advance on a recurring and periodic basis (a Billing Cycle). Billing Cycles can be set on a monthly, semi-annual (every six months), or annual (every 12 months) basis.

3.17. TrueClicks offers three payment methods:

• Credit card: American Express (except India), Discover & Diners Club, Mastercard, and Visa.
• SEPA direct debit in eligible countries and regions and up to €10,000 per transaction.
• Invoice (sent as a pdf by email) for amounts higher than $2,000 or €2,000, to be paid through a bank transfer.

The Customer hereby represents that it is authorized to provide any credit card or bank account (IBAN) used to sign up for the Subscription-Based Service.

3.18. Credit card and SEPA direct debit payments will be charged at the beginning of the Billing Cycle. Invoices have a payment term of 30 calendar days (“net 30”) unless agreed otherwise.

3.19. When paying by credit card or SEPA direct debit, the Subscription-Based Service renews automatically at the end of the Billing Cycle. Up to 1 day before the end of the Billing Cycle a Customer can downgrade (to free) or cancel its use of the Services. The Customer can upgrade anytime.

3.20. Subscription-Based Services paid by electronic invoice will not be renewed automatically. TrueClicks will initiate a renewal offer at the time of completion of a Billing Cycle. Upon agreement of renewing these SaaS Terms and a subsequent Billing-Cycle, TrueClicks will invoice the amount due on the first day following the previous Billing Cycle. If the Customer does not accept the renewal proposal and the Subscription-Based Service is downgraded to the Free Plan or canceled, the use of Services after the renewal date will be free of charge.

3.21. TrueClicks reserves the right to change the fees for the Services from time to time (e.g., when new functionalities or features are added to the Software or when taking into account price index). TrueClicks shall inform the Customer in advance of any price change, including the date such price change shall take effect. Subject to applicable law, the Customer agrees to the new price by continuing to use the Subscription-Based Services after a price change. Any price change will only apply when starting a new billing cycle, never during a running billing cycle.

3.22. In the event of non-payment or untimely payment by the Customer, TrueClicks may limit the use of the Services for the Customer after written notice thereof to the Customer. After a second written notice to the Customer, TrueClicks may suspend the use of the SaaS Service by the Customer and its End Users until the outstanding fees, including accrued interest and costs, are paid in full.

Fair billing policy for 6-month and 12-month Subscription-Based Services

3.23. TrueClicks’ fair billing policy ensures Customers pay for what they need, even if that (temporarily) differs from the initial subscription level. With fair billing, Customers can upgrade temporarily (e.g., during a peak season) without having to upgrade for the rest of the Billing Cycle. Alternatively, if Customers could have downgraded based on their linked ad spend, the price difference will be credited to their account.

3.24. In case of payment by credit card or SEPA direct debit, a (temporary) downgrade or upgrade needs to be requested through the chat function of TrueClicks or by email (support@trueclicks.com). In such case, TrueClicks will facilitate the request and will (i) reimburse any possible subscription fees not used or (ii) charge the price difference for the (temporary) upgrade.

3.25. In case of payment by invoice, TrueClicks will keep track of the Customer’s average linked spend each month and compare this with the applicable paid-for subscription limits. For each month the Customer could have downgraded to a lower plan, TrueClicks will credit the account with the price difference. For each month the Customer linked more spend than the upper limit of its plan and approved the (temporary) upgrade by email, TrueClicks will charge the price difference to the Customer’s account.

3.26. At the end of the relevant Billing Cycle TrueClicks will share the net balance with the Customer and will reimburse or charge the net price difference. TrueClicks can do this with a separate credit note (refund to the bank account for unused ad spend) or by sending an additional invoice (overspend charge). Alternatively, at the choice of the Customer, TrueClicks can subtract or add the net difference to the Customer’s renewal invoice.

3.27. If a Customer needs to (significantly) downgrade its subscription for the rest of its Billing Cycle due to adverse conditions (e.g., client loss or advertising budget cuts), the Customer can inform TrueClicks through email. If the monthly spend in the relevant manager account (MCC) is at least 25% lower than at the start of the subscription, TrueClicks will downgrade its subscription and refund the price difference for the rest of the Billing Cycle, with a maximum of 75% of the total subscription amount.

3.28. If a Customer wishes to downgrade (to free) or cancel the Subscription-based Service during a Billing Cycle for any other reason than the one in 3.27, a refund request must be emailed by the Customer to support@trueclicks.com, together with the reason(s) for the request. 30 days after this request, TrueClicks will downgrade or cancel the Subscription-Based Service and refund the price difference for the rest of the Billing Cycle, with a maximum of 50% of the total subscription amount.

3.29. Monthly subscriptions aren’t eligible for the fair billing policy or refunds, as the Customer can upgrade anytime and downgrade at the end of each month.

4. PUBLICITY

4.1. The Customer grants TrueClicks the right to use the Customers’ name and logo on TrueClicks’ websites and in marketing and promotional material unless agreed otherwise by both parties.

4.2. Both parties agree to, during the term of these SaaS Terms and thereafter, not make any public statements that may materially disparage the other party.

5. CONFIDENTIALITY

5.1. TrueClicks acknowledges the importance of confidentiality for the Customer’s business and shall take reasonable measures (customary market measures) to ensure the confidentiality of all information disclosed to TrueClicks in the context of and as a result of the execution of these SaaS Terms and use of the Software.

5.2. Both parties shall keep confidential any information disclosed in the context of and as a result of the execution of these SaaS Terms that is reasonably understood by both parties to be confidential information (“Confidential Information“).

5.3. Confidential Information includes (but is not limited to) both parties’:

• financial information (e.g. ad spend and revenue) and fee structures;
• employees, customers, business partner and supplier information;
• hardware and system designs, architectures, structure, and protocols;
• product and service specifications;
• manufacturing, purchasing, logistics, sales, and marketing information;
• data about the Customer’s usage of the Services.

5.4. If TrueClicks or the Customer is required by law to disclose any information that is prohibited to disclose by these SaaS Terms, that party shall provide the other party with prompt written notice of such requirement so that the disclosing party may seek a protective order or other appropriate relief.

6. INTELLECTUAL PROPERTY

6.1. All “Intellectual Property Rights” vesting in and otherwise related to TrueClicks’ Software and underlying code and/or the Software remain the sole property of TrueClicks. In particular, all Intellectual Property rights vesting in the data, data structure and content offered via the Software shall be owned exclusively by TrueClicks.

6.2. Intellectual Property Rights include, without limitation, copyrights, patents, database rights, trademark rights, trade secret rights, (un)registered design rights, domain names, and other (intellectual property) rights, title and interest associated with any ideas, concepts, techniques, inventions, processes, works of authorship or trade secrets, source code, object code, and underlying technical documentation.

6.3. The Customer may not rebuild or reproduce the Software or application programming interface (“API“) or underlying (source/object) code, whether or not using reverse engineering. If the Customer requires information in order to achieve interoperability of the Software and/or API with internal software that is not documented, it must request approval to TrueClicks in writing.

6.4. The Customer may not remove any designation concerning copyrights, trademarks, trade names or other rights of (intellectual) property from the data, the Software, or API.

7. PRIVACY and DATA

7.1.TrueClicks uses personal data to deliver the Services. For example, the End User will provide a username and email address (the “Personal Data“) for its TrueClicks account. TrueClicks processes such Personal Data as a controller within the meaning of the General Data Protection Regulation (GDPR).

7.2. TrueClicks processes the minimal amount of Personal Data necessary to perform the Services. The type of Personal Data processed by TrueClicks depends on the Subscription Type used by the Customer. Upon termination of a particular Subscription Type the Customer may temporarily access, via download, all relevant data created by TrueClicks, which may include Personal Data.

7.3. TrueClicks informs Website visitors, the Customers and the End Users about the personal data processing operations with a privacy notice on the Website.

7.4. TrueClicks may collect, use and disclose other data derived from the advertising data it analyses. TrueClicks can use this aggregate data for service improvements, industry analysis, benchmarking, analytics, and other business purposes. All such data will be in an aggregated and anonymous form only, and TrueClicks ensures the Customer or the End User is not identified or identifiable.

8. LIABILITY AND INDEMNIFICATION

8.1. The Services are provided ‘as is’ and on a best-effort basis. The current uptime of the Services is available on the TrueClicks Website (status.trueclicks.com). The published uptime statistics are solely informative and do not grant the Customer any rights as to the availability or performance of the Services.

8.2. TrueClicks is not responsible for, nor guarantees, any commercial results for the Customer following the use of the TrueClicks Services, either as Free Plan, Free Trial or Subscription-Based Service.

8.3. TrueClicks is in no event liable for any and all damage:

• caused by the use of the Services by the Customer or its End Users;
• resulting from hacking, tampering, or other unauthorized access or use of the Services or user accounts as a result of negligence on the part of the Customer or its End Users;
• resulting from the failure to meet any of TrueClicks’ obligations under these SaaS Terms where such failure is due to events beyond TrueClicks’ control (for example, a network failure);
• to any of the Customers of its End User’s properties as a result of the use of the Services;
• caused by improper use of the Services by the Customer or its End Users, e.g., not following TrueClicks’ use instructions.

8.4. TrueClicks is never liable for the indirect damage suffered by the Customer.

8.5. If TrueClicks is nevertheless liable in any case, this liability is limited to the total amount of fees paid in one Billing Cycle of that Customer.

8.6. If the Customer breaches any of its obligations stated in these SaaS Terms, the Customer is liable to TrueClicks for compensation for loss suffered or to be suffered by TrueClicks.

8.7. The Customer indemnifies TrueClicks for all third party (including the End Users) claims that relate to (the content of) the data that the Customer collects, distributes, or processes by means of the Software, including any personal data that has been collected and processed in the sense of the GDPR.

8.8. Neither party is required to compensate damages in case of Force Majeure events to the other party, if such party notifies the other in reasonable detail and uses commercially reasonable efforts to resolving such events.

8.9. Any right from the Customer to claim damages ceases when the Customer has not taken the measures necessary to mitigate the damage or to prevent further and/or other damage. This right shall also cease if the Customer did not inform TrueClicks within thirty (30) calendar days after noticing the damage and all relevant information thereto.

8.10. Nothing in these SaaS Terms shall exclude or limit TrueClicks’ liability when it cannot be excluded or limited under applicable law.

9. FINAL PROVISIONS

9.1. TrueClicks reserves the right to modify or replace these SaaS Terms and the End User Terms at any time if TrueClicks finds this reasonably necessary and useful. The latest version of the SaaS Terms and End Users Terms will be available at the Website. Customer’s continued use of the Services will be deemed Customer’s agreement with the new SaaS Terms and/or End User Terms. In case of material changes, TrueClicks will inform the Customers at an appropriate time prior to the effective date of the new SaaS Terms and/or End Users Terms through a message clearly visible on the Website and the Customer and the End User account.

9.2. The invalidity or unenforceability of any provision of these SaaS Terms shall not affect the validity or enforceability of any other provision in it. The invalid provision shall be deemed to be replaced by a valid and enforceable provision that complies with the objectives of both parties as much as possible.

9.3. These SaaS Terms supersedes all prior agreements between both parties regarding the use of the Services by the Customer.

9.4. The Customer may not transfer its rights and obligations from these SaaS Terms to a third party without TrueClicks’ prior permission in writing.

9.5. Both parties agree to cooperate in the preparation and/or entering into of new (supplementary) agreements and other documentation between both parties, as may be required by the GDPR or national implementations thereof.

10. GOVERNING LAW AND JURISDICTION

10.1. These SaaS Terms shall be governed by and construed in accordance with the laws of the Netherlands.

10.2. All disputes arising out of or in connection with these SaaS Terms shall be exclusively submitted to the competent court in Amsterdam.

Annex 1: End User Terms

The use of the TrueClicks Services by End Users is the responsibility of the Customer. By way of example, and not as a limitation, the Customer and its End User shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any information on the TrueClicks Software that:

• infringes any patent, trademark, trade secret, copyright, right of publicity, or other (intellectual property) right of any other person or entity (including TrueClicks) or violates any law or contractual duty;
• the Customer or End User knows is false, misleading, untruthful, or inaccurate;
• is considered as illegal content as described in Section 2 (g) of Regulation (EU) 2022/2065 (Digital Services Act / DSA) or is otherwise contrary to any applicable law or infringes any third party’s rights;
• constitutes unauthorized or unsolicited advertising, junk or bulk email (“spamming”);
• other than appropriate use of an invitation URL, involves commercial activities (whether or not for profit) and/or sales without TrueClicks prior written consent;
• contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of TrueClicks or any third party;
• impersonates any person or entity, including any employee or representative of TrueClicks; or
• includes anyone’s identification documents or sensitive financial information.

Furthermore, End User shall not (directly or indirectly):

• use the TrueClicks Software in any way that affects the integrity or continuity of TrueClicks systems;
• resell or redistribute (parts of) the TrueClicks Software in any way;
• send unsolicited messages to TrueClicks and or to any third-party recipient;
• interfere or attempt to interfere with the proper working of the TrueClicks Software or any activities conducted on the TrueClicks Software;
• bypass any measures TrueClicks may use to prevent or restrict access to the TrueClicks Software (or other accounts, computer systems or networks connected to the TrueClicks Software);
• use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the TrueClicks Software;
• modify, copy, mirror, scrape, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the TrueClicks Software;
• otherwise take any action in violation of these End User Terms.

Insofar as is permitted by law, End User indemnifies and compensates TrueClicks for all third-party agreements between End Users and third-party claims (including settlement costs and reasonable attorneys’ fees) arising from any use of the TrueClicks Software by End User that is in violation with these End User Terms or the applicable legislation, or is Unlawful in any other way.