User Agreement

This User Agreement is made by and between “Client” (““Client””) and OffersTarget, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at H-150 Karam Pura, New Delhi 110015 (“OffersTarget ”), being the Owner’s licensee, which has the right to provide the “Client”s access to the performance marketing solution (“Product”) via the website (“Site”) and to collect fees from them for the use of the Product.

Applicability of License

Depending on the product configuration “Client” have chosen, the Product may consist of product documentation, a set amount of Conversions clicks and offers, API access, and email user support, applications, parts of applications and other tools including 3rd party software (each, a "COMPONENT," and collectively "COMPONENTS," of the Product); the Product may also include groups of COMPONENTS identified as any one or more of the following: Support, Services, Updates. This UA defines “Client’s” rights to the COMPONENTS “Client” have elected to receive as part of “Client’s” product.

General Grant of License

  1. 1. In general, for each license “Client” have acquired for the Product, one individual is authorised to use the Product according to the terms of this UA. Unless expressly stated otherwise, the Product may not be separated for use by more than the one individual authorised to use the Product. THIS PRODUCT IS LICENSED TO “CLIENT”, NOT SOLD.
  2. 2. “Client” shall not, directly or indirectly (i) sell, rent out, lease, license, distribute, market, exploit the Product or any of its parts commercially, (ii) reverse engineer, decompile, disassemble, adapt, reproduce, or create derivate works of this Product (except if the Product enable “Client” through a specific feature to create, generate or submit User Generated Content and for which “Client” will need to create an Account), in whole or in part; (iii) create, use and/or distribute “auto”, “script” or “macro” computer programs or other “hack” programs or software applications for this Product; (iv) remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this Product and (v) export or re-export this Product or any copy of adaptation in violation of any applicable laws or regUAtions.
  3. 3. While using the Product, “Client” agree to comply will all applicable laws, rules and regUAtions. In all cases, “Client” may only use the Product according to anticipated use of the Product.


  1. 1. All title, ownership rights and intellectual property rights in and to the Product and any and all copies thereof are owned by OffersTarget or its licensors. The Product is protected by national and international laws, copyright treaties and conventions and other laws. This Product may contain certain licensed materials and, in that event, OffersTarget’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without OffersTarget’s prior permission and, if applicable, OffersTarget’s licensors and representatives’. Except as expressly set forth in this UA, all rights not granted hereunder to “Client” are expressly reserved by OffersTarget.
  2. 2. This License confers no title or ownership in the Product and should not be construed as a sale of any rights in the Product.

Limitation on Reverse Engineering, Decompilation, and Disassembly

“Client” may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.

Term and Termination

  1. 1. The access to the Product shall be provided to “Client” on a month-to-month basis, until the termination of this Agreement, subject to monthly payment of the Service Fees.
  2. 2. “Client” may terminate the Agreement and cancel the subscription prior the start of the next month. ”Client” is responsible for the monthly subscription fee payment if termination was not done in stated terms.
  3. 3. Without prejudice to any other rights, OffersTarget may cancel this UA if “Client” do not abide by the terms and conditions of this UA, in which case “Client” must not use the Product and all of its component parts.


  1. 1. In consideration for use of the Product, the “Client” agrees to pay the Service Fees, which includes License fees, fees for overcap conversions and impressions / fees for overcap active end-users and fees for feature add-ons, if any, as indicated in the Order Form(s) to this End-User Agreement. Fees for feature add-ons, if any, and License Fees shall be paid in advance. Fees for overcap conversions and impressions / fees for overcap active end-users, if any, shall be paid in arrears.
    The Client acknowledges and agrees that OffersTarget may once a year, at its sole discretion, change the Service Fees by giving the Client at least 45 days’ prior notice.
    Unless otherwise stated, all fees are quoted in USD.
  2. 2. Duration of the billing period (invoicing frequency) and the payment time limit shall be specified by the Parties in the Order Form(s) to this User Agreement. The first billing period begins on the Account Start Date and shall recur as specified in the Order Form(s) to the End-User Agreement.
  3. 3. All rates quoted in the Order Form(s) are exclusive of any sale or other applicable taxes. The Client is responsible for paying all applicable sales, use, transfer or other taxes, including withholding tax, and all duties including correspondent bank fees. The Client shall not offset or deduct any amounts from the invoice, and is liable to make full payment for each invoice within invoice due date (payment term) indicated.
    Any deducted amounts (including but not limited to: bank fees, taxes and other charges) must be paid extra in accordance with the prevailing law, if other has not been approved prior by OffersTarget in writing.
    VAT is not included into the Service Fees therefore the Client is responsible for paying VAT if provided within an invoice.
  4. 4. The access to the Product is subject to the payment of the Service Fees. If the Client does not pay whole amount of invoice in time indicated, OffersTarget is entitled to suspend access to Product and/or apply 5 percent annual interest. 5.5. If the Client decides to change volume of used features, tools and capacities sets of the Product, the Client acknowledges and agrees that downgrading changes to be applied starting from the beginning of the renewal term provided that the OffersTarget has been notified of these changes not less than 30 days before the end of the original or renewal term. Upgrading changes shall be applied starting anytime provided that OffersTarget has been notified of these changes not less than 30 days before these changes come into effect.
  5. 5. The Client is required to provide OffersTarget with a valid credit card details and authorization to bill for the Client’s use of the Product. If the Client chooses another payment method for the invoice (bank wire transfer or paypal), its payment should be made until the date provided in the invoice.


  1. 1. By purchasing paid access and usage rights of the Product, the Client (if it is an individual user, not authorized person of a company (user)) expressly understands and agrees to the OffersTarget ’s refund policy: within fourteen (14) days of Client’s payment date as shown on Client’s payment bill, the Client can request a full refund by contacting OffersTarget . No refund of any kind will be permitted after fourteen (14) days of the Client’s payment date. In case of termination before the completion of the billing period, any money paid for the Product are non-refundable. In order to avoid misunderstandings, the right of refund of Service Fees belongs just to the user who is individual person (consumer) and accesses Product for personal not business reasons.

Use of the Product

  1. 1. In addition to “Client’s” obligations and responsibilities provided, “Client”: (i) shall not access (or attempt to access) the Product by any means other than through the interface that is provided by OffersTarget; (ii) shall not gain or attempt to gain unauthorised access to OffersTarget’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Product (or the servers and networks in connection with the Product); (iii) shall not reproduce, duplicate, copy, sell, trade or resell the Product, or any portion thereof, to any individual or entity for any purpose whatsoever, as well “Client” shall not decompile or reverse engineer any part of the Product , and that these actions are specifically prohibited. As well, “Client” shall use the Product for the lawful uses only.
  2. 2. Violation of any provision of this section shall be considered a material breach of this Agreement.
  3. 3. The Product is operated and maintained solely by the OffersTarget.

Technical Support

  1. 1. OffersTarget does not provide any services to the Users, except of Licensee Level Support as agreed to.
  2. 2. OffersTarget is not obligated to provide technical or customer support for the Product. In the event technical or customer support is offered or included, OffersTarget has a right to alter or terminate the support at any time without notice.
  3. 3. OffersTarget will use commercially reasonable efforts assist “Client”, through “Client’s” authorized Account contacts, with initial set up and configuration, issues relating to “Client’s” ability to access the Product and Services and troubleshooting other issues related to OffersTarget’s delivery of the Product and Services.
  4. 4. Only “Client’s” authorized Account contacts may request information, changes or technical support.
  5. 5. OffersTarget’s technical support response time depends on the complexity of the inquiry and support request volume.

Collection Of Personal Data

  1. 1. In order to provide “Client” with a better experience, adapted services and Product support, OffersTarget may collect and store data about “Client” in relation to “Client’s” use of the Product. Certain data is recorded, archived, analysed and used to create user statistics. “Client’s” privacy is very important to OffersTarget and OffersTarget will not reveal “Client’s” personal data to third parties except when expressly authorised by “Client” to do so or in special circumstances.
  2. 2. OffersTarget may be under a duty to disclose or share “Client’s” personal data in order to comply with a legal obligation, or in order to protect OffersTarget’s rights and those of other users and third parties. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction. In addition, OffersTarget reserves the right to collect, store and use anonymous data about “Client”. For further information concerning OffersTarget’s use of “Client’s” personal data, please refer to the Privacy Policy and Data Processing Addendum.

Consent To Use of Data

  1. 1. To facilitate the services, product support, product development and improvement as well as other services to “Client”, “Client” agree that OffersTarget may collect certain information about “Client’s” use of the Product.
  2. 2. “Client” agree that OffersTarget and its affiliates may collect and use technical information “Client” provide as a part of the services related to the Product.
  3. 3. We will maintain certain data that “Client” transmit to the Product for the purpose of managing the Service, as well as data relating to “Client’s” use of the Product. Although we perform regUAr routine backups of data, “Client” are solely responsible for all data that “Client” transmit or that relates to any activity “Client” have undertaken using the Product as set out in our Data Processing Addendum.
  4. 4. “Client” understand that OffersTarget provides retention for data collected within the Product and as part of the Services provided to “Client” for a maximum 12 month.
  5. 5. “Client” accept that if “Client” wish to maintain “Client” and end user data beyond the 12 months period offered by OffersTarget, “Client” must download the relevant logs and maintain it in accordance with all applicable laws including but not limited to Data Protection Laws.
  6. 6. “Client” agree that we shall have no liability to “Client” for any loss or corruption of any such data, and “Client” hereby waive any right of action against us arising from any such loss or corruption of such data.

Disclaimer of warranties

  1. 1. The Limited Warranty referenced below is the only express warranty made to “Client” and is provided in lieu of any other express warranties (if any) created.
  2. 2. Except for the Limited Warranty and to the maximum extent permitted by applicable law, OffersTarget and its suppliers provide the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied, or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT.

Exclusion of incidental, consequential, and certain other damages

  1. 1. To the maximum extent permitted by applicable law, in no event shall OffersTarget or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the product, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this UA, even in the event of the fault, tort (including negligence), strict liability, breach of contract, or breach of warranty of OffersTarget or any supplier, and even if OffersTarget or any supplier has been advised of the possibility of such damages.
  2. 2. OffersTarget is not responsible for the downtime resulting from Force Majeure Events as provided for in this Agreement, any downtime caused by OffersTarget`s exercised right to suspend Customer’s access to the Product and downtime caused by any malfunction or failure of Customer’s hardware, systems, other software or internet access service.
  3. 3. OffersTarget is not responsible for the working capacity of the external services and plugins. Claims regarding non-operation of any of such services and plugins should be sent directly to the OffersTarget of such service or plugin.

Limitation of liability and remedies

Notwithstanding any damages that “Client” might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of OffersTarget and any of its suppliers under any provision of this UA and “Client’s” exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by “Client” for the Product or U.S. $500. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Entire agreement

This UA (including any addendum or amendment to this UA which is included with the Product) are the entire agreement between “Client” and OffersTarget relating to the Product and the Support Services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this UA. To the extent the terms of any OffersTarget policies or programs for Support Services conflict with the terms of this UA, the terms of this UA shall control.

Copyright and Intellectual Property

The Product is protected by copyright and other intellectual property laws and treaties. OffersTarget or its suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.

Changes to this UA or to the product

  1. 1. OffersTarget reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this UA for security, legal, best practice or regulatory reasons. Such changes will be effective with or as applicable, without prior notice to “Client”.
  2. 2. If any future changes to this UA are unacceptable to “Client” or cause “Client” to no longer be in agreement or compliance with this UA, “Client” may terminate this UA and must immediately seize the use of the Product. “Client’s” continued use of the Product following any revision to this UA constitutes “Client’s” complete and irrevocable acceptance of any and all such changes.
  3. 3. OffersTarget may modify the Product for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimise the Product. “Client” agree that the Product may install or download the modifications automatically. “Client” agree that OffersTarget may stop to support previous versions of the Product upon availability of an updated version.

Force Majeure

The Parties agree that neither Party will be liable, or be considered to be in breach of the Agreement, on account of either Party’s delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond either Party’s reasonable control and such Party is unable to overcome through the exercise of commercially reasonable diligence («Force Majeure Event»). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, breakdown of or lack of access to IT systems, or of damage to the data maintained in these systems as a result of any of the reasons listed herein, a power supply failure or failure in Owner’s systems, legislative or administrative interventions, natural disasters, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labour difficulties, or any act or omission of any other person or entity, the affected Party will give the other Party notice and will use commercially reasonable efforts to minimise the impact of any such event.

No Waiver

No failure or delay by OffersTarget (or its licensors) to exercise any right or remedy provided under this UA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by OffersTarget or by the User.


If any court of competent jurisdiction or competent authority finds that any provision of this UA is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this UA shall not be affected. If any invalid, unenforceable or illegal provision of this UA would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable to reflect OffersTarget ’s initial intentions.

Law and Jurisdiction

To the extent permitted by applicable law, this UA, and any disputes or claims arising out of or in connection with it, or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of India, without giving effect to any principles of conflicts of laws.