Megaclick offers a free marketplace and matching platform between advertisers (= advertising buyers) and publishers, who are selling advertising inventory on their web properties. Megaclick brings advertisers and publishers together and provides the technical infrastructure and services to facilitate the displaying of ad campaigns supplied by the advertiser on the publisher's website(s). Megaclick performs ad serving and maintains access and click statistics and budget control, but does not act as an intermediary between advertiser and publisher and won't collect or forward money or resolve disputes. In case of a valid dispute, Megaclick however reserves the right to release relevant information about the advertiser and publisher and their actions on Megaclick's marketplace to court. To establish a campaign, advertiser and publisher enter a direct contractual relationship.

By signing up for Megaclick, you represent that you are at least 18 years of age and agree that you will duly fulfil all contractual obligations established between you and your advertising peer(s) (i.e. your publisher(s) or your advertiser(s)).

You are solely responsible for all content and materials you provide for display in your campaigns. Megaclick reserves the right to terminate, at its own discretion, any campaign that uses inappropriate or illegal materials. Megaclick will also terminate user accounts that are found to be in violation of their local jurisdiction, or that are using Megaclick's services in an inappropriate manner.
Moreover, you shall not, and shall not authorize or encourage any third party to directly or indirectly generate queries, or impressions of or clicks on any ad through any automated, fraudulent or other invalid means. This includes repeated manual clicks and the use of automated query tools.
You acknowledge that any attempted misuse of Megaclick's services is a material breach of this agreement and that we or your advertising peer(s) may pursue any and all applicable legal and equitable remedies against you.

Megaclick is solely responsible for providing the technical environment for displaying and accounting advertising campaigns. Under no circumstances shall you direct requests regarding disputes between you and your advertising peer(s) to Megaclick. Megaclick is not in a legal position to address these and will refuse to do so under any and all circumstances.

You may negotiate to cease displaying a particular campaign on your site or your publisher's site(s) at any time, provided that an agreement about the remaining balance has been reached and a proper refund is made, if applicable (no refunds will be made in cases of repeated and intentional violation of our acceptable use policy). Otherwise, you are obliged to fulfil your contractual obligations until the paid balance has been used up completely.

Megaclick makes no guarantee regarding the availability of its service, the delivery of ads and the accuracy of its statistics. Megaclick provides its service on a best-effort basis, and under no circumstances will you hold Megaclick liable for any malfunction or system error.

MEGACLICK MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTIBILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.

EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO MEGACLICK, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

You agree to indemnify, defend and hold Megaclick, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), which may arise from your use of Megaclick and/or your breach of any term of this Agreement.

You acknowledge that Megaclick owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the program (including Megaclick's ad serving technology), and that you will not acquire any right, title, or interest in or to the program except as expressly set forth in this Agreement.

This Agreement shall be governed by the laws of Hong Kong. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Megaclick. Notwithstanding the foregoing, Megaclick may assign this Agreement to any affiliate at any time without notice. The relationship between Megaclick and You is not one of a legal partnership relationship, but is one of independent contractors.