TrafficSentry.com
ClickHawk™ Software Terms and Conditions

These terms and conditions, (“Terms”), will govern the use of ClickHawk™ web based software application (hereunder known as “Software and Services”), a product of TrafficSentry.com (“TrafficSentry”), a fully owned subsidiary of Internet Advertising Technology. “User”, for the purposes of these Terms, shall be defined as any person using the Software and Services. “Customer” shall be defined as User,  and any individual, business, or other entity for which User uses the Software and Services on behalf of. By checking “I Agree” on the registration page, or by logging on to the ClickHawk™ web site, Customer agrees to the terms herein. TrafficSentry and Customer shall be jointly known hereunder as the “Parties”. These Terms shall constitute the entire understanding between the Parties, and supersedes all prior negotiations or understandings between the Parties concerning the subject matter contained herein.

1. SOFTWARE AND SERVICES. Under this agreement, TrafficSentry will provide Customer with access to proprietary web based software applications that may be used by Customer to track, analyze, and report, click traffic to Customer’s web site(s) from Customer’s internet advertising campaigns and other traffic sources. TrafficSentry will host the software applications and databases on it’s servers, which will be made available to Customer via a password protected web interface.  CUSTOMER DATA WILL BE MAINTAINED FOR THREE (3) MONTHS ON TRAFFICSENTRY SERVERS AND MAY BE DOWNLOADED BY CUSTOMER FOR LOCAL STORAGE ON CUSTOMER OWNED COMPUTERS AT ANY TIME DURING THE TIME THE DATA RESIDES ON TRAFFICSENTRY SERVERS.

2. LICENSE GRANT.  Subject to the terms of this Agreement, TrafficSentry grants Customer a nonexclusive, nontransferable license to access and use the Software and Services for internal business purposes only, without the right to sublicense such rights, provided Customer unconditionally agrees to access and use the Software and Services in accordance with these Terms. Under the License, Customer may print out, download, save, and otherwise copy the results and other information or materials generated from Customer's access and use of the Software and Services for internal business purposes only. Any updates, modifications, enhancements or new versions of the Software and Services provided or made available to Customer by TrafficSentry shall be considered Software and Services subject to this Agreement. TrafficSentry may at any time and for any reason elect to modify, discontinue, delete or restrict any aspect or feature of the Software and Services without notice to Customer or any liability to TrafficSentry or any TrafficSentry Party (as defined herein); however, TrafficSentry agrees to make commercially reasonable efforts to provide Customer with prior notice of any such changes.

3. TERM. These Terms of will commence on the date User registers and pays for a ClickHawk™ subscription, and will automatically renew one month from the registration date, and each month thereafter until cancelled. All cancellations will be effective as of the next billing cycle following the receipt of the cancellation request by a TrafficSentry representative. Customer agrees to pay all fees and charges incurred in connection with Customer’s account at the rates in effect when the charges were incurred. Charges and rates vary depending on the plan selected and include the monthly-prepaid subscription fee and any additional fees, per the selected billing plan, for click traffic above the maximum limit of the plan. If a charge is disputed Customer must notify TrafficSentry within 30 days, and agrees to pay all other undisputed charges on time.

5.DISCLAIMERS AND WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED "AS-IS" AND, TRAFFICSENTRY AND ITS DIRECTORS, OFFICERS, LICENSORS AND AGENTS (“TRAFFICSENTRY PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY; (B) NEITHER TRAFFICSENTRY NOR ANY TRAFFICSENTRY PARTY WARRANTS THAT THE SOFTWARE AND SERVICES ARE OR WILL BE ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR OTHER PROGRAM LIMITATIONS. (C) EACH OF TRAFFICSENTRY AND THE TRAFFICSENTRY PARTIES DISCLAIM AND MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED BY USER FROM ACCESSING AND/OR USING THE SOFTWARE AND/OR SERVICES OR OTHERWISE RESULTING FROM THIS AGREEMENT, AND (D) USE OF THE SOFTWARE, SERVICES AND REPORTS IS ENTIRELY AT USER'S OWN RISK AND TRAFFICSENTRY AND EACH OF TRAFFICSENTRY PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY THEREFORE.

6. LIMITATION OF LIABILITY. TRAFFICSENTRY SHALL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES. TrafficSentry’s cumulative liability to Customer or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the total fees paid by Customer to TrafficSentry for use of the Software and Services.

7. USER REPRESENTATIONS AND WARRANTIES. User represents and warrants to TrafficSentry that these Terms shall be binding on Customer, and, unless Customer is an individual, User represents and warrants that User is an authorized signatory of Customer with the authority to enter into binding agreements on behalf of Customer.

8. INDEMNITY. Customer agrees to defend, indemnify and hold TrafficSentry and each TrafficSentry Party, as well as the directors, officers, agents, and employees of TrafficSentry and each TrafficSentry Party, harmless from any losses, liabilities, damages, actions, claims or expenses (including reasonable attorneys' fees and court costs) arising or resulting from Customer's breach of any term of these Terms or caused by acts or omissions performed by Customer or under Customer's password or any password issued by Customer to Licensed Users.

9. MODIFICATION TO TERMS AND CONDITIONS. TrafficSentry reserves the right to change or modify any of the terms and conditions of use of the Software and Services or any policy governing the Service, at any time.

10. MISCELLANEOUS. The Software and Services are protected by applicable United States and foreign laws and treaties, including copyright laws and treaty provisions. TrafficSentry or its licensors own all rights, title and interests in the Software and Services, including trade secrets, patents, copyrights and database rights, and the Software and Services shall remain the sole and exclusive property of TrafficSentry or its licensors. Except as provided in Section 2 of these Terms, User has no, and is not granted, any right, title, interest or license in the Software and Services. These terms does not grant to any party a license to use any trademark, trade name, or logo of the other party, and each party recognizes that the trademarks, trade names, and logos of the other party represent valuable assets of that party and that substantial recognition and goodwill are associated with such trademarks, trade names, and logos. These Terms will be governed by laws of the State of Maryland. The parties to these terms consent to exclusive jurisdiction of any such dispute to be had by the state or federal courts of the state of Maryland, with venue cited in Prince George’s County. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect.  All rights and remedies hereunder are cumulative.