Terms of Service

1.1. “Platform” means the Company’s hosted software-as-a-service platform that enables Customer to connect third-party accounts (including Google accounts), automate the creation and management of digital tracking-related settings, and, where applicable, deploy or manage server-side tracking configurations through Company or its authorized service providers.

1.2. “Tokens” means prepaid usage credits required to access or perform certain actions within the Platform.

1.3. “Authorized Users” means Customer’s employees or contractors authorized to access the Services under Customer’s account.

1.4. “Ordering Document” means an order form or similar document executed by the parties (if applicable) that references these Terms.

2.1. Grant of Rights. Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the applicable subscription term or based on the number of Tokens purchased (the “Services”). The Services facilitate automated configuration of tracking infrastructure based on Customer’s selections and instructions. Customer acknowledges and agrees that it remains solely responsible for reviewing, validating, and approving all configurations created, modified, or deployed through the Platform prior to reliance or production use.

2.2. Updates and Modifications. The Services and Platform will be provided as they exist and may be updated and amended throughout the Term. Features and functions of the Platform are provided “as is” and as they may be modified, supplemented, or removed from time to time in Company’s sole discretion.

2.3. Support. Company shall provide technical support for the Services in accordance with its then-current standard support practices and procedures. Customer may submit support requests by email to support@oneclicktag.com (or such other contact details as Company may notify Customer from time to time). Company will use commercially reasonable efforts to (a) acknowledge support requests within a reasonable time during its normal business hours and (b) resolve issues in light of their severity and impact on Customer’s use of the Platform, it being understood that Company cannot guarantee any specific response or resolution time.

3.1. Authorized Users. Each Authorized User will be provided a unique username and password. Such usernames and passwords may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. Customer shall be responsible for compliance with the terms of this Agreement by all Authorized Users.

3.2. Authorization. The Services may require Customer to connect third-party accounts, including Google accounts, via OAuth or similar authentication mechanisms. By connecting such accounts, Customer expressly authorizes Company to access such accounts and to perform configuration actions within those accounts on Customer’s behalf. Customer represents and warrants that it has full authority to grant such access and to authorize Company to perform such actions.

3.3. Third Party Platforms. The Services rely on third-party platforms and APIs, including but not limited to Google Tag Manager, Google Ads, GA4, and related services. Company does not control and is not responsible for the availability, functionality, security, or continued compatibility of such third-party services. Company shall have no liability for any changes, interruptions, suspensions, API modifications, access restrictions, or service failures caused by third-party providers.

3.4. Server-Side Tracking Infrastructure. To the extent Customer elects to use server-side tracking functionality, Company may provision or configure server-side tagging infrastructure through third-party hosting or infrastructure providers, including Stape OÜ (Estonia) or similar service providers (“Infrastructure Providers”). Customer acknowledges that such Infrastructure Providers operate independently of Company and that Company does not control the underlying hosting environment, uptime, or infrastructure performance. Company’s role with respect to server-side tracking is limited to configuration and integration services as made available through the Platform. Customer remains solely responsible for determining what data is transmitted through any server-side tracking setup and for ensuring compliance with applicable laws and third-party platform requirements.

3.5. Permitted Use and Restrictions. Customer may access and use the Services and the Platform solely for its internal business purposes (including, where Customer is an agency or service provider, for the benefit of its clients, subject to Section 4 below) and in accordance with this Agreement and applicable law. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or attempt to derive the source code of the Services or Platform; (b) copy, modify, create derivative works of, distribute, sell, resell, sublicense, or otherwise make available the Services or Platform to any third party except as expressly permitted herein; (c) use the Services or Platform to build or support a competing product or service; (d) interfere with, disrupt, or circumvent any security features, usage limits, Token mechanisms, or technical restrictions of the Services or Platform; or (e) access or use the Services or Platform in violation of applicable law or third-party terms.

3.6. Suspension for Unauthorized Use. In the event Company has a reasonable belief that Customer or any Authorized User is engaged in or is facilitating any unauthorized access or use of the Platform in violation of this Agreement, Company, in its sole discretion, may immediately suspend Customer’s access to the Platform until such violation is resolved to Company’s reasonable satisfaction.

4.1. Customer Data. Customer is solely responsible for all data, information, content, identifiers, configuration selections, account details, and other materials provided, uploaded, transmitted, or otherwise made available by Customer (or by Authorized Users) in connection with the use of the Services, including any data that Customer elects to input into the Platform and any metadata regarding Customer’s configurations, settings, or connected accounts (collectively, “Customer Data”). Customer represents and warrants that it has (and will maintain) all rights, permissions, and authority necessary to provide Customer Data to Company and to authorize Company to process Customer Data for the purpose of providing the Services, in each case without violation of any third-party rights (including privacy, publicity, intellectual property, and contractual rights) or applicable laws and regulations.

4.2. Tracking, Compliance, and Authority. Customer is solely responsible for:

(a) reviewing, validating, and approving all tracking configurations created, modified, or deployed through the Services prior to reliance or production use;

(b) ensuring compliance with all applicable laws, regulations, and third-party terms (including Google’s terms and applicable advertising and analytics policies), including privacy and advertising regulations;

(c) providing all required notices and obtaining all necessary consents and permissions from end users in connection with tracking and advertising activities;

(d) maintaining the confidentiality and security of account credentials and ensuring that only Authorized Users access the Services under Customer’s account; and

(e) any decisions regarding advertising spend, campaign optimization, or attribution reliance based on configurations generated through the Services.

5.1. General. Access to certain features of the Services requires the purchase and consumption of Tokens. Tokens are deducted when Customer performs designated actions within the Platform, as described in the Platform. Company may update Token consumption rules from time to time, effective prospectively upon posting in the Platform.

5.2. Purchase of Tokens. Tokens may be purchased through the Platform or pursuant to an Ordering Document. Purchase of Tokens or subscription to any plan constitutes acceptance of these Terms. Tokens are non-refundable and non-transferable except as required by applicable law.

5.3. Exhaustion of Tokens. If Customer exhausts all available Tokens, Company may suspend access to Token-dependent features until additional Tokens are purchased.

5.4. Overages. If Customer’s Token balance is insufficient to complete an action, Company may (but is not obligated to) allow such action to proceed and record a negative Token balance (“Overage”). Customer agrees to promptly purchase additional Tokens to cover any Overage, and Company may suspend access to Token-dependent features until the Overage is cured. Company may invoice Customer for Overages at Company’s then-current Token rates (or require immediate purchase at checkout).

6.1. Term. The term of this Agreement (the “Term”) begins on the earlier of (a) Customer’s first access to or use of the Platform, or (b) Customer’s purchase of Tokens or a subscription through the Platform or Company’s website, and continues until the earlier of: (i) expiration of the subscription period purchased (if any), or (ii) full exhaustion of the Tokens purchased for the applicable plan or purchase (as applicable), unless earlier terminated in accordance with this Agreement. If the parties enter into an Ordering Document, the Term for the Services covered by such Ordering Document shall be as stated therein, subject to this Agreement.

6.2. Renewals; Additional Purchases. Unless expressly stated otherwise at the time of purchase, subscriptions (if offered) may renew automatically for successive periods of the same length as the subscription period purchased (each, a “Renewal Period”) at Company’s then-current rates, unless Customer cancels renewal in accordance with the cancellation mechanism made available through the Platform or website (or, if none, by providing notice to Company prior to the renewal date). Token purchases are generally non-recurring unless expressly designated as recurring at checkout.

6.3. Termination for Breach; Effect of Termination. Either party may terminate this Agreement in the event of a material breach by the other party that is not cured within twenty-one (21) days after receipt of written notice. Upon expiration or termination, Customer’s access to the Services will cease and Company may deactivate Customer’s account and remove access credentials. To the extent Customer has uploaded or stored Customer Data in the Platform (if any), Company may delete such Customer Data in accordance with Company’s standard retention practices and/or its Privacy Policy, except to the extent retention is required by law.

7.1. Subscription Fee. Customer shall pay all fees presented at checkout through the Platform or Company’s website and/or stated in any applicable Ordering Document, including fees for Tokens, subscriptions, and any other applicable charges (the “Subscription Fee”). Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the date of invoice.

7.2. Payment Terms. If Customer fails to timely make any payment of Subscription Fees, Company may, in its sole discretion, take any or all of the following actions:

(a) restrict or suspend Customer’s access to the Services and/or Platform until all past-due payments are made;

(b) terminate this Agreement; or

(c) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees shall be immediately payable.

Company shall have the right to charge interest at the rate of 1.5% per month (or, if less, the highest rate permitted by law) on any late payments. Restriction or suspension of Customer’s online access to the Services and/or Platform during a period of non-payment shall have no effect on the Term of this Agreement nor on Customer’s obligation to pay the Subscription Fee.

7.3. Taxes. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.

8.1. Company Intellectual Property. As between the parties, the Platform, the Services, and all related software, technology, algorithms, workflows, interfaces, designs, documentation, know-how, and other materials provided or made available by Company (collectively, the “Company Materials”), and all intellectual property rights therein and thereto, are and shall remain the exclusive property of Company and its licensors. This Agreement grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Term in accordance with this Agreement. Except for the rights expressly granted herein, no other rights are granted to Customer by implication, estoppel, or otherwise. This Agreement is a license agreement and not a sale. Company reserves all rights not expressly granted.

8.2. Feedback. Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the operation of the Services provided such information does not include any Customer Confidential Information.

8.3. Customer Intellectual Property. As between the parties, Customer retains all right, title, and interest in and to Customer Data and any intellectual property owned or controlled by Customer and provided in connection with the Services. Customer grants Company a limited, non-exclusive, worldwide right to use, host, process, transmit, and display Customer Data solely as necessary to provide the Services and fulfill its obligations under this Agreement.

Add your content here...Privacy and Confidentiality 9.1. Privacy Policy. Customer acknowledges and agrees that Company will operate in accordance with its published Privacy Policy (available at https://www.oneclicktag.com/privacy or as Company may otherwise indicate), which is incorporated herein by reference.

9.2. Definition of Confidential Information. “Confidential Information” of a party means such party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public.

9.3. Confidentiality Obligations. Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement.

The foregoing restrictions shall not apply to Confidential Information that:

(a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party;

(b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information;

(c) became generally available to the public, by publication or otherwise, through no fault of such party; or

(d) was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party.

The parties shall take all necessary and appropriate steps in order to ensure that their employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (a) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to obtain a protective order or other legally available means of protection.

10.1. Company Indemnification. Company shall indemnify Customer for any damages finally awarded by any court of competent jurisdiction against Customer in, or for amounts paid by Customer under a settlement approved by Company in writing of, any legal proceeding brought by a third party alleging that the Platform infringes upon or violates the intellectual property rights of any such third party. The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the Platform is the basis of the claim against Customer; (b) a claim against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, information, content or processes not provided by Company, if the Services or use thereof would not infringe without such combination; or (c) a claim against Customer arises from Customer’s breach of this Agreement.

10.2. Customer Indemnification. Customer shall indemnify Company for any damages finally awarded by any court of competent jurisdiction against Company in, or for amounts paid by Company under a settlement approved by Customer in writing of, any legal proceeding brought by a third party to the extent arising out of or relating to: (a) Customer’s unauthorized access to, or use of, any third-party account connected to the Services; or (b) Customer’s breach of applicable third-party terms and conditions governing such third-party accounts or services, in each case solely to the extent such claim results from Customer’s acts or omissions and not from Company’s breach of this Agreement.

10.3. Indemnification Procedures. As a condition to any right to indemnification under this Agreement, the indemnified party must (a) promptly give the indemnifying party written notice of the claim or proceeding, (b) give the indemnifying party sole control of the defense and settlement of the claim or proceeding (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability), and (c) give the indemnifying party all reasonable assistance, at the indemnifying party’s expense. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any claim or proceeding subject to indemnification hereunder.

11.1. EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH ANY THIRD-PARTY PLATFORM OR API, OR THAT ANY CONFIGURATION OR OUTPUT GENERATED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR CUSTOMER’S PURPOSES.

11.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF A PARTY’S OR ITS AGENT’S WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, LOST BUSINESS, LOST OR CORRUPTED DATA, OR LOST PROFITS DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S MAXIMUM LIABILITY TO CUSTOMER SHALL BE THE AMOUNTS ACTUALLY PAID TO COMPANY BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO CUSTOMER’S CAUSE OF ACTION.

12.1. Organization and Authority. Each party represents and warrants that: (a) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (b) it has the requisite power and authority to enter this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.

12.2. Assignment. Neither party may assign or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, and any attempted assignment in violation of this Section shall be null and void. Notwithstanding the foregoing, either party may assign this Agreement, without such consent, to a successor-in-interest in connection with a merger, reorganization, consolidation, or a sale of all or substantially all of such party’s assets or equity.

12.3. Notices. Customer shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to Company shall be sent to info@oneclicktag.com. If Customer fails to provide an email address for notices, Company may provide notices hereunder by any means reasonably calculated to provide Customer with actual notice thereof.

12.4. Entire Agreement. This Agreement constitutes the entire Agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written.

12.5. Amendments. Company may propose amendments to this Agreement at any time by providing notice of such proposed amendments in a manner permitted hereunder. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Customer informs Company that it does not accept such amendments. In the event Customer informs Company that it does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Company and Customer.

12.6. Force Majeure. Neither Company nor any of its affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12.7. Severability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement.

12.8. Governing Law and Jurisdiction. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the Platform shall be governed by and construed in accordance with the laws of the State of Israel, without giving effect to any choice-of-law or conflict-of-laws principles. The parties hereby submit to the exclusive jurisdiction of the competent courts located in Tel Aviv–Yafo, Israel.