Rearclick - Pay-Per-Click Search Engine

Terms of Service

GENERAL TERMS APPLICABLE TO ALL SERVICES

Pronto Supplies LLC DBA RearClick is a company located and registered in United States and is engaged in the business of providing advertising solutions through https://www.rearclick.com.

Affiliate desires to participate in the advertising network through RearClick.
Advertiser desires to use advertising solutions through RearClick.

This Agreement shall govern participation in the Advertising Network (Program) offered by RearClick. By participating in the Program, you will be deemed to have agreed to these Terms and Conditions. Both Advertiser and Affiliate must complete and submit a Program application and registration form.

Both Advertiser and Affiliate must comply with the terms and conditions set forth in this Agreement.

Eligibility; Authority

Both Advertiser and Affiliate represents and warrants that they are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. If Affiliate/Advertiser is a corporate entity, Affiliate/Advertiser represents and warrants that they have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your" or “User” shall refer to such corporate entity. If, after your acceptance of this Agreement, RearClick finds that Affiliate/Advertiser does not have the legal authority to bind such corporate entity, Affiliate/Advertiser will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. RearClick shall not be liable for any loss or damage resulting from RearClick`s reliance on any instruction, notice, document or communication reasonably believed by RearClick to be genuine and originating from an authorized representative of Affiliate/Advertiser`s corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, RearClick reserves the right (but undertakes no duty) to require additional authentication.

Payment Terms

No fees applied for all incoming and outgoing transfers for Advertisers and Affiliates.

- Affiliates
Payment will be sent within 3 days from request. Affiliate must log into their account to request payment when they have accumulated the minimum payment amount and choose the bank account where funds should be sent to. The current minimum payment amount is $50.00 USD. If the Affiliate request that payment by made through a third party payment source such as PayPal or a wire transfer, the minimum payment amount will be determined by such third party payment source. Confirmation e-mail will be sent to Affiliate as soon as payment was requested, processed and completed as well as pending and failed statuses. RearClick reserves the right to withhold payment from Affiliate if it violates any of the terms and conditions set forth herein.
- Advertisers
Funds are credited to the advertising account within 3 business days after request. Advertiser must choose funding source from confirmed bank accounts. Minimum payment amount is $5000.00 USD. All payments will be made via ACH after Advertiser`s request and confirmation. Confirmation e-mail will be sent to Advertiser as soon as payment was requested, processed and completed as well as pending and failed statuses.

This application allows you to “label” the funds in your balance to create different “buckets” that reflect your goals. Labeled funds cannot be sent or withdrawn until you unlabel them. Any funds that you label will be shown to you as labeled funds, and any unlabeled funds will be shown to you as your “Available Balance”. Available Balance is the amount of funds readily available in your account to send or withdraw and does not include any labeled funds. Your “Total Balance” is the Available Balance plus any labeled funds (e.g. both your unlabeled and labeled funds). You may only send or withdraw funds from your Available Balance. If all of your funds are labeled, then you must unlabel any amount that you wish to send or withdraw. If your Available Balance becomes negative, you will not be able to send or withdraw funds until the Available Balance has been returned to zero or a positive amount. To do so, you must transfer or receive sufficient funds into your account or unlabel sufficient labeled funds.

 

Participation

RearClick shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program. The following sites are NOT allowed to participate in our Program:

• Any sites illegal in the United States
• Sites displaying child pornography, bestiality or contain links to such content
• Libelous or defamatory sites
• Sites containing software piracy
• Sites containing, instructing or describing any form of illegal activity including but not limited to bomb building, hacking or phreaking
• Sites with gratuitous displays of violence; obscene or vulgar language; abusive content and/or content which endorses or threatens physical harm
• Sites promoting any type of hate-mongering based on race, politics, ethnicity, religion, gender or sexuality
• Sites that participate in or transmit inappropriate newsgroup postings or unsolicited email
• Sites promoting any type of illegal substance, paraphernalia and/or activity
• Sites with illegal, false or deceptive investment advice and/or money-making opportunities
• Sites with any type of content that the general public has deemed to be improper or inappropriate
• Sites spreading viruses or exploiting web browser vulnerabilities

It is the Affiliate’s sole responsibility to maintain acceptable content as outlined in this Agreement. Any violation of these rules will result in the Affiliate’s immediate removal from the Program, cancellation of your account and your payment will be null and void. RearClick shall not be responsible or liable for Affiliate’s advertisement content.

Affiliate may not artificially inflate traffic counts using any device, program or robot. In addition, Affiliate may not misuse RearClick`s ad codes to affect Affiliate’s earnings under this Agreement.

Each Affiliate may only hold one account with RearClick. Affiliates may have more than one URL in their account, each of which must be submitted for review prior to placing the ad code on each individual site.

Code Placement

RearClick ad codes may not be modified from its original format without prior written consent from RearClick. Affiliate agrees to use the ad code provided by RearClick not more than once per page view. Ad codes may only appear on root URLs that RearClick has reviewed and accepted for participation in the Program. Ad codes cannot be placed in email messages.

Data Reporting

RearClick is the sole owner of all website, campaign and aggregate web user data collected by RearClick. RearClick shall also be responsible for collecting impressions and geographic statistics. Affiliate shall only have access to campaign data that is collected through the use of their inventory.

Fraud and Deception

Affiliate agrees not to artificially inflate traffic counts using any program, script, device or by any other means. RearClick will audit every Affiliate’s traffic on a daily basis. If Affiliate produces or commits fraudulent statistics Affiliate will have their account permanently removed from our Program and Affiliate will not be compensated for such fraudulent traffic. Additionally, RearClick reserves the right to register any fraudulent activities by Affiliate in a global advertisement network fraud database for usage by other advertisement networks. Excessive page reloading or any other abuse of our system may result in RearClick pursuing legal action against Affiliate.

Contact Information

To insure timely payment, both Affiliate and Advertiser are responsible for maintaining the correct contact and payment information including name, email address and mailing address. This must be done online using the Affiliate’s or Advertiser`s account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the contact or payment information shall be the Affiliate’s/Advertiser`s responsibility and will be deducted from any payment.

Removal from Program

In order to protect our clients and third parties from any form of fraudulent activity, RearClick may, at our discretion, terminate any account that we believe violates one of our rules or that has very low conversion ratios. We reserve the right to request server logs from Affiliate for investigation. In the case of non-agreement between RearClick and Affiliate regarding fraudulent activity, the decision of RearClick shall be the final. Any account that has been cancelled due to fraudulent activities or due to low conversion ratios will not receive payment. In cases where fraud has occurred and payment has been made, RearClick may take legal action against the Affiliate in addition to closing the account.

Affiliate in violation of the Terms and Conditions set forth herein will be immediately deactivated. RearClick may deactivate Affiliate with no prior notice, although every effort will be made to notify the deactivated Affiliate via the email address provided by the Affiliate.

Upon termination of Affiliate from the Program the Affiliate shall immediately remove all HTML insertion codes and RearClick ad codes from any and all web pages where the Affiliate inserted such codes.

Upon termination of Advertiser from the Program the Advertiser`s account balance will be sent to confirmed bank account within in 10 business days automatically or Advertiser could request it manually.

Representations and Warranties

The Affiliate represents and warrants that it has full power and authority to enter into this Agreement. RearClick is not responsible for any content provided by third parties including Advertisers. RearClick and its licensors make no warranty of any kind, whether expressed, implied, statutory or otherwise, including without limitation warranties of merchantability and fitness for a particular usage. Affiliate is solely responsible for any legal liabilities arising out of or relating to (i) the content and other material set forth on the Affiliate’s websites and/or (ii) any content or material to which users can link through the Affiliate’s websites other than through advertisement supplied by RearClick. Affiliate hereby agrees to indemnify, defend and hold harmless RearClick and its officers, directors, agents, affiliates and employees from and against all claims, suit, proceeding, assertion, actions, liabilities, losses, expenses, damages and costs including reasonable attorney’s fees that may be incurred by reason of any claim arising from or connected with Affiliate’s content, website, commerce and/or business conducted by Affiliate or Affiliate’s misuse of the services provided herein or Affiliate’s breach of any of its representations and/or warranties provided to its customers or third parties.

Damages

In no event shall either party be liable for special, indirect, incidental or consequential damages arising from services provided herein.

Under no circumstances shall RearClick, its employees, affiliates, or its contractors be liable for any direct, indirect, incidental, special, punitive or consequential damages that result in any way from Affiliate’s use of or inability to use the services provided herein or Affiliate’s (or Affiliate’s customers or authorized users’) reliance on or use of information, services or merchandise provided on or through the Affiliate’s website or advertisement.

Limitation of liability

Neither RearClick nor its customers will be subject to any liability for (i) any failure to provide reference or access to all or any part of the website due to system failure or other technological failures of RearClick or the Internet; and/or (ii) delays in delivery and/or non-delivery of advertisement, difficulties with a customer or advertisement; difficulties with a third-party server; electronic malfunction and/or errors in content or omissions in any advertisement.

Audit

RearClick shall have the sole responsibility for the calculation of Affiliate’s earnings.

Modifications

RearClick reserves the right to change any of the terms and conditions herein at any time and such changes or modifications shall be effective immediately upon notification by RearClick to Affiliate/Advertiser via email advising of such change or modification. Both Affiliate or Advertiser are responsible for complying with any changes to the terms and conditions within 10 days of the date of change.

Publicity and Trademarks

Affiliate hereby permits RearClick to identify Affiliate as a customer of RearClick and to display Affiliate’s logo in connection with identifying Affiliate as a customer of RearClick. Affiliate shall not release any information regarding any campaigns and/or relationship with RearClick or its customers in any press release, promotional materials or merchandising materials without the prior written consent of RearClick. No press release or general public announcements shall be made without the mutual agreement of RearClick and Affiliate or Advertiser.

Confidential Information

All written information labeled as proprietary or confidential that is disclosed by either party to the other party shall remain the sole property of the disclosing party. Each party agrees that it shall not disclose, use, modify, copy, reproduce or otherwise divulge such confidential information other than to fulfill its obligations under the Agreement. The prohibitions contained in this section shall not apply to information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party. Neither party shall disclose to third parties, other than its agents and representatives on a need-to-know basis, the terms of the Agreement without the prior written consent of the other party, except either party shall be entitled to disclose (i) such terms to the extent required by law; and (ii) the existence of the Agreement.

Dispute Resolution

In the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, or by means of commercial mediation, without the necessity of a formal proceeding.

Miscellaneous terms

Affiliate may not, without the prior written consent of RearClick, assign this Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so shall be a breach of this Agreement and shall be void. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies to any other person or entity.

The Agreement shall be interpreted according to the laws of the United States without regard to or application of conflict-of-law rules or principles.

This Agreement shall constitute the entire agreement between RearClick and Affiliate/Advertiser with respect to the subject matter hereof and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby.

No failure of either party to exercise or enforce any rights under the Agreement shall act as a waiver of subsequent breaches.

In the event any provision of the Agreement is for any reason held invalid, illegal or unenforceable, the parties will begin negotiations for a replacement provision and the remaining provisions of the Agreement will be unimpaired. The Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting the Agreement in construing or interpreting the provisions hereof. Except as provided herein, the rights and remedies of the parties set forth in the Agreement are not exclusive and are in addition to any other rights and remedies available to it at law in equity. The Agreement shall be binding upon and shall insure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns. Each party shall comply with all applicable laws, regulations and ordinances relating to their performance hereunder.

Headings

Headings used herein are for the convenience of the reader, and shall not be deemed to limit or enlarge the substantive provisions hereof.

Electronic Fund Transfers (EFTs) and Account Balances

RearClick partners with financial services software company Sila Inc. (Sila) and banking services provider Evolve Bank & Trust (Evolve), member FDIC, to offer you electronic fund transfers (EFTs). By creating a RearClick account and initiating bank deposits or withdrawals, you agree to Sila’s terms of service, https://silamoney.com/terms-of-service/, Sila’s acceptable use policy, https://silamoney.com/acceptable-use-policy/, and Evolve’s demand deposit account agreement, https://silamoney.com/evolve-bank-deposit-agreement/, (together, the “Partner Terms”). You must comply with the Partner Terms when creating or using your RearClick Account. The Partner Terms may be modified from time to time, and the governing versions are incorporated by reference into these Terms of Service. Any term not defined in this section but defined in the Partner Terms assumes the meaning as defined in the Partner Terms. IT IS YOUR RESPONSIBILITY TO READ AND UNDERSTAND THE PARTNER TERMS BECAUSE THEY CONTAIN TERMS AND CONDITIONS CONCERNING YOUR REARCLICK ACCOUNT, INCLUDING BUT NOT LIMITED TO LIMITATIONS, REVERSALS, AND ARBITRATION PROVISIONS, AND YOUR RELEVANT RIGHTS AND LIABILITIES.