Terms of Service

These Terms of Service (these “Terms”) form a binding legal agreement between PPC Protect Limited, a UK company with company number xxxxxx and registered office at xxxxxxxxxxxxxxx, d/b/a Spendosaurus (“Spendosaurus”) and the applicable customer (“Customer”) entering into an order form or similar transaction document that references these Terms (“Order”). These Terms and the Order (together this “Agreement”) govern Customer’s access to and use of Spendosaurus’s AI-powered anti-click fraud platform (the “Platform”). In the event of any conflict between these Terms and the Order, the terms of the Order will prevail.

Spendosaurus may update these Terms from time to time in its discretion by posting the updated version on this website. By using the Platform after a new version of these Terms have been posted, Customer agrees to be bound by the new version of these Terms.

Subscription and Access

Customer’s subscription begins on the date set forth in the Order (or, if not otherwise stated, the date both parties have executed the Order), and will continue for the initial term set forth therein (or, if no duration is given, 12 months). Unless otherwise set forth in the Order, at the end of the initial term the Order and subscription will automatically renew for consecutive 12-month renewal terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term (collectively, the “Term”).

Subject to Customer’s continued compliance with the Agreement, Spendosaurus hereby grants Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform solely for its internal business operations and in accordance with the subscription package or tier, user counts, projected advertising spend, or other metrics or restrictions described in the Order. Customer will be responsible for ensuring its users comply with the Agreement and will be liable for their acts and omissions as though they were Customer’s own. If Customer’s usage exceeds any of the limits in the Order, without limiting Spendosaurus’s other rights and remedies hereunder, Spendosaurus may require Customer to either (a) promptly pay applicable overage charges and reduce its usage to within such limits or (b) promptly pay the applicable fees to upgrade to the next tier, package, or limits.

Customer is responsible for maintaining the security of its account and login credentials and will be responsible for any actions taken using such credentials. Customer is responsible for ensuring it and its users provide complete and accurate information and keep such information up to date and is responsible for any liability or damages arising from false, fraudulent, inaccurate or incomplete information. Customer is responsible for keeping its own records and making appropriate backups. Spendosaurus will not be responsible for any corruption or deletion of data in its possession or control, and Spendosaurus only obligation in such scenario will be to use reasonable endeavours to restore relevant data from the latest available backup Spendosaurus may maintain.

Spendosaurus will use commercially reasonable endeavours to make: (a) the Platform generally available to authorised users 24 hours a day, 7 days a week, excluding scheduled or unscheduled maintenance and causes beyond Spendosaurus’s reasonable control; and (b) basic customer support available to Customer at no additional charge in accordance with Spendosaurus’s then-current standard support offerings. Support will be offered during Spendosaurus’s standard support hours, and support requests may be submitted by phone, email, or Platform chat as described on the Spendosaurus website. 

Customer is responsible for providing any information, access, or cooperation reasonably requested by Spendosaurus in order to provide implementation or support services and otherwise make the Platform available to Customer hereunder. Without limiting the generality of the foregoing, Customer must connect its relevant advertising accounts to the Platform and permit the Platform to extract relevant information as necessary for proper functioning of the Platform. Spendosaurus will not be liable for any damages or failures caused by the inadequacy, inaccuracy, or other deficiencies of data or information provided by Customer.

Fees and Payment

Customer will pay all fees pursuant to the Order. Unless otherwise stated in the Order: (a) Spendosaurus will invoice Customer upfront for any one-time fees, and annually in advance for any subscription or other recurring fees; (b) all fees are in USD; and (c) all fees are due within 30 days of invoice date. Any disputes regarding invoiced amounts that are not submitted by Customer in writing before the applicable due date will be deemed waived. Late payments will incur interest at a rate of 1% per day or the maximum rate permitted by law, whichever is less. Customer is responsible for paying any applicable VAT, sales, use, or similar taxes arising out of the transactions under the applicable Order (excluding, for avoidance of doubt, any taxes on Spendosaurus’s net income or property). Unless otherwise expressly set forth herein, all payments are non-refundable. Commencing on the first anniversary of the Agreement, Spendosaurus may increase its fees once per 12 months by providing at least 60 days’ prior notice to Customer, provided no such increase will exceed the greater of 10% or the percent change in the CPI – All Urban Consumers (as published by the Bureau of Labor Statistics) in the period since the prior pricing was set. 

Privacy and Security

Other than in connection with creation and management of Customer’s user accounts, the Platform is not designed to process personal information, and Customer is responsible for ensuring no other personal information is submitted to the Platform. Any personal information provided in connection with user account management will be treated in accordance with the then-current Spendosaurus Privacy Policy available at https://spendosaurus.com/privacy-policy/.

“Privacy Laws” means any laws or regulations regarding the processing of personal information or data. “Personal Information” means any information or data that relates to an identifiable individual or household or is otherwise subject to any Privacy Laws. Each party will: (a) comply with all applicable Privacy Laws with respect to its activities in connection with this Agreement; and (b) provide all reasonable cooperation requested by the other party to facilitate such other party’s compliance with applicable Privacy Laws in connection with this Agreement (including as relates to responding to data access, deletion, or similar requests from data subjects). Customer represents and warrants that it has obtained all necessary consents from the applicable data subjects in respect of any Personal Information it provides to Spendosaurus or the Platform.

Each party will maintain at all times commercially reasonable administrative, physical, and technical safeguards designed to ensure the security and integrity of Personal Information and other sensitive information in its possession or control, which will be at least as protective as may be required by applicable Privacy Laws. Without limiting the generality of the foregoing, Spendosaurus will at all times comply with any then-current security documentation it publishes on its website.

Intellectual Property

Except as otherwise expressly stated herein, each party will retain all of its right, title and interest in and to its worldwide copyrights, patents, trade secrets, trademarks, and other intellectual property rights (“IP Rights”). As between the parties, all IP Rights in and to the Platform and the underlying software, algorithms, models, and methodology are owned by Spendosaurus. Spendosaurus reserves the right to update, modify, or discontinue some or all of the Platform from time to time in its sole discretion, with or without notice (provided it will refund a pro rata portion of any prepaid amounts if it discontinues the Platform in its entirety).

“Customer Data” means any content or data submitted by Customer or its users to the Platform. As between the parties, Customer owns the Customer Data and will be responsible for the accuracy, quality, integrity and legality of Customer Data. Customer hereby grants Spendosaurus a worldwide, non-transferable, non-exclusive, royalty-free license to use Customer Data to make the Platform and related services available to Customer.

“Usage Data” means technical or usage data relating to the use and performance of the Platform. Spendosaurus may collect, use, and disclose Usage Data to improve its offerings and for other legitimate purposes, provided it will not disclose any Usage Data in a manner that can be used to identify Customer or any user.

If Customer provides feedback, suggestions, improvements, or requests for additional functionality related to the Platform (collectively, “Feedback”), Customer grants Spendosaurus an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way Spendosaurus deems reasonable, without any attribution or accounting to Customer. This paragraph will survive any termination or expiration of the Agreement.

Confidentiality

“Confidential Information” means any non-public information provided by one party (“Discloser”) to the other party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Without limiting the generality of the foregoing, Customer’s Confidential Information includes Customer Data, and Spendosaurus’s Confidential Information includes the non-public areas, features, and functionality of the Platform and any documentation. Confidential Information does not include information that: (a) is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser; (b) is in or enters the public domain through no fault of the Recipient; (c) is or was lawfully received by Recipient from a third party without confidentiality obligations; or (d) was independently developed by Recipient without access to the Confidential Information, as established by written documentation.

Recipient will only use Confidential Information to perform its obligations or exercise its rights under the Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its and its affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information for purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorised use or disclosure of the Confidential Information, including by any of its personnel. The protections set forth herein will apply to any Confidential Information disclosed during the Term for the greater of 5 years or so long as such Confidential Information is protected as a trade secret under applicable law. 

If Recipient is legally required to disclose any Confidential Information of Discloser, Recipient will, if legally permitted, provide Discloser with prompt written notice sufficient to allow it an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.

At Discloser’s request after the Term, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain: (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies. Each party agrees that the other party may have no adequate remedy if there is a breach or threatened breach of these confidentiality obligations and, accordingly, that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that party.

Acceptable Use; Restrictions

Customer will not, and will ensure its users do not, directly or indirectly: (i) sublicense, sell, or lease, Platform access, or otherwise use the Platform on behalf of third parties or allow third parties to use the Platform on their own behalf (including use in connection with any timesharing or service bureau, outsourced or similar service); (ii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform; (iii) disassemble, decompile or reverse engineer the Platform, create derivative works based on the Platform, or use the Platform to develop any competing offerings; (iv) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or any other systems, or gain any unauthorised access to any systems or accounts; (v) interfere with or disrupt the operation of the Platform or any other systems; (vi) promote illegal activity or violate any applicable local, state, national or international law; (vii) post or transmit any information or data that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (viii) impersonate any person or misrepresent any identity or affiliation; (ix) use the Platform in a way that is not for its intended purposes or that will adversely affect Spendosaurus or reflect negatively on it or its goodwill, name or reputation; (x) provide any false or misleading information or any information that it does not have the right to provide; (xi) conduct, publish, or distribute any penetration testing or analysis or benchmarking of the Platform or its performance; or (xii) otherwise violate any of Spendosaurus’s published rules, policies, or guidelines. 

Limited Warranty

Spendosaurus warrants that the Platform, when used properly in accordance with its documentation, will materially conform with Spendosaurus’s published specifications or documentations. For any breach of this warranty, Spendosaurus’s sole liability and obligation, and Customer’s sole remedy, will be for Spendosaurus to use commercially reasonable endeavours to repair the non-conforming aspects of the Platform at no charge to Customer.

Important Disclaimers

THE PLATFORM MAY CONTAIN LINKS TO WEBSITES OWNED OR OPERATED BY THIRD PARTIES. Spendosaurus DOES NOT CONTROL OR ENDORSE SUCH PARTIES, WEBSITES, PRODUCTS OR SERVICES, AND Spendosaurus IS NOT RESPONSIBLE FOR THEIR CONTENT, NOR IS IT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, DATA, OPINIONS, ADVICE, OR STATEMENTS CONTAINED WITHIN SUCH WEBSITES OR MATERIALS. Spendosaurus IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF CUSTOMER DATA OR ANY INFORMATION PROVIDED BY THIRD PARTIES.

EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY SECTION SET FORTH ABOVE, CUSTOMER’S USE OF THE PLATFORM IS AT ITS SOLE RISK AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Spendosaurus AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATED TO THE PLATFORM, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. Spendosaurus DOES NOT GUARANTEE THAT THE PLATFORM WILL BE COMPLETE OR ACCURATE, WILL DETECT OR PREVENT ALL CLICK FRAUD, OR GENERATE ANY PARTICULAR COST SAVINGS. Spendosaurus IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE PLATFORM.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL Spendosaurus BE LIABLE (WHETHER IN TORT, CONTRACT, OR OTHERWISE) FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DEPLETION OF GOODWILL, LOSS OF BUSINESS OR LOSS OF DATA (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES), RESULTING FROM CUSTOMER’S USE OF OR INABILITY TO USE THE PLATFORM, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE); OR (B) AGGREGATE AMOUNT EXCEEDING THE AMOUNTS PAID BY CUSTOMER TO Spendosaurus UNDER THE ORDER IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

THESE LIMITATIONS ON LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WILL NOT APPLY TO LIMIT LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

Indemnification

Spendosaurus will indemnify, defend, and hold Customer harmless from and against any third-party claims alleging that the Platform infringes any third party’s IP Rights. Spendosaurus will have no obligation for any claims arising out of: (a) misuse or modification of the Platform, including any breach of the Agreement; (b) combination of the Platform with any components not provided by us; or (c) Customer Data or Spendosaurus’s conformance with Customer’s specific requirements or instructions. If a third-party claim of infringement is threatened or occurs, Spendosaurus may seek to mitigate damages by modifying the Platform to be non-infringing, obtaining a license for Customer to use the Platform, or (if neither of the foregoing are commercially feasible) terminating Customer’s’ subscription and refunding any unused, prepaid fees. The provisions of this paragraph set forth Spendosaurus’s exclusive liability, and Customer’s exclusive remedy, for any third-party claims of infringement.

Customer will release, defend, indemnify, and hold Spendosaurus and its affiliates, licensors, licensees, partners, and suppliers, and their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable attorneys’ fees, resulting from Customer’s use of the Platform, Customer’s submission of any Customer Data, Customer’s breach of the Agreement, or any claims arising from transactions or relationships between Customer and any third parties (except for claims indemnified by Spendosaurus as described in the previous paragraph). Spendosaurus may opt to defend such claims at its sole discretion, in which case Customer will indemnify Spendosaurus for the costs of such defence.

Suspension and Termination

Spendosaurus may suspend Customer’s or any user’s account if Spendosaurus believes in good faith that: (a) there has been any material misuse of the Platform or breach of the Agreement (including, without limitation, any non-payment by Customer); or (b) such suspension is advised in order to protect the integrity and security of the Platform or the other systems or data of Spendosaurus, Customer, or any third party. Spendosaurus will use commercially reasonable endeavours to promptly restore access once the underlying issue has been satisfactorily resolved. Customer’s obligation to pay subscription fees will not be affected by any suspension in accordance with this paragraph.

Either party may terminate the Agreement if: (a) the other party commits a material breach thereof and such breach is not remediable; or (b) the other party commits a material breach hereof which is not remedied within 14 days of receiving written notice of such breach. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) will so survive.

Customer may submit, within 14 days from the effective date of termination, a written request for Spendosaurus to provide a copy of any Customer Data stored in the Platform. Spendosaurus will comply with such request, subject to Customer’s payment of any remaining balance and Spendosaurus’s standard rates for any time or materials required for the data extraction. Unless otherwise agreed in writing, after such period, Spendosaurus will delete any copies of Customer Data stored on the Platform in accordance with its standard data retention and deletion policies (and subject to any legal retention requirements).

Dispute Resolution; Mandatory Arbitration

The Agreement (and any contractual or non-contractual dispute, proceeding or claim of whatever nature arising out of or in any way relating to this Agreement or its existence, formation, validity or termination (a “Dispute”)) will be governed by, and construed in accordance with, English law. Subject to the paragraph which immediately follows, any Dispute arising out of or in connection with this Agreement will be settled exclusively through binding arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this paragraph. The number of arbitrators shall be one and the seat, or legal place, of arbitration shall be London, England. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. 

Notwithstanding the foregoing paragraph, either party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation of intellectual property rights or breach of confidentiality. The prevailing party in any dispute hereunder will be entitled to recover its reasonable attorney’s fees and costs.

General Provisions

Notwithstanding anything to the contrary herein, Spendosaurus may include Customer’s names and/or logos in its website and marketing materials to accurately identify Customer as a subscriber to the Platform during the Term, provided Customer may opt out at any time by providing written or emailed notice to Spendosaurus (in which case Spendosaurus will discontinue any such inclusion in a reasonably prompt manner).

Spendosaurus will not be responsible or liable for any delays or failures to perform due to causes beyond its reasonable control, which may include the acts and omissions of Customer and other third parties, natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.

Neither party may assign or transfer the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign and transfer this Agreement to: (a) an affiliate who controls, is controlled by, or is under common control with such party; or (b) the surviving or successor entity in the event of a merger, stock sale, or sale of substantially all assets. Any purported assignment in violation of the foregoing will be null and void. If any provision of the Agreement is determined to be void or unenforceable in whole or in part, the remaining provisions of the Agreement will not be affected thereby and will remain in force and effect. 

Spendosaurus may provide notice to Customer by email or regular mail at the address listed in the Order or Customer’s account profile, or through messages displayed or sent via the Platform. Customer may provide notice to Spendosaurus at the address set forth in the Order (as such address may be updated by Spendosaurus from time to time upon notice to Customer).

The Agreement and any policies referenced therein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision.