Program terms

1. Invibes advertising services

By entering into the Agreement, the Advertiser agrees to comply with all applicable INVIBES ADVERTISING and Partner policies and ad specification requirements ("Requirements"). Requirements and INVIBES ADVERTISING’s advertising programs (“Services”) may be modified at any time, without liability and Customer’s continued use of the Services, after notice that these Terms have changed constitutes Customer's acceptance of the new Terms.INVIBES ADVERTISING may modify, reject or remove Ads in order to comply with any contractual Requirement, or legal requirements, for any or no reason.Any communication regarding the Requirements or Services shall be directed by Advertisers to INVIBES ADVERTISING and only to INVIBES ADVERTISING, including communications regarding Advertiser’s ads on Partner Content.

2. Use of the advertising services

2.1. In entering into the Agreement, the Advertiser recognizes and accepts to be responsible for:∘ All ad content, ad information, ad elements and ad URLs ("Ad Content"), including ad targeting options (“Options"), whether generated by or for Advertiser; and (b) web sites, services and landing pages which Options links or directs viewers to, and advertised services and products ("Advertisements").
Any Advertiser passwords and account’s use, which lie with its own and full responsibility, including in case of a third party use of Advertiser’s account.
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2.2. In entering into the Agreement, the Advertiser authorizes and consents that ads may be placed upon any web content provided by INVIBES ADVERTISING (“INVIBES ADVERTISING Content”) or provided by any third party ("Partner Content"). Advertiser hereby explicitly consents to such placements in all cases.
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2.3. In entering into the Agreement, the Advertiser may participate to the online auction-based advertising program proposed by INVIBES ADVERTISING. INVIBES ADVERTISING may notify the Advertiser per email that it has 72 hours to modify its settings as posted. The settings registered on the Account at the end of the 72 hours are contractually binding so that the Ads shall be placed according to the conditions set up on the Advertiser’s account. Should the Advertiser refuse the placement; it lies with its responsibility to produce the dated evidence that it expressed a different choice than the registered set up.
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2.4. Advertiser may cancel any advertising order through its account if the online function is available, or, if only when not available, with prior written notice to INVIBES ADVERTISING including without limitation electronic email. INVIBES ADVERTISING’s online action-based advertising cancelled online will cease serving shortly after cancellation.
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2.5. In entering into the Agreement, the Advertiser recognizes and accepts that INVIBES ADVERTISING automatically applies a software program aimed at serving statistics and ad quality purposes through a retrieve and analyze of Ad Content and Advertisements. Should the Advertiser refuses to have this software applied, it shall remove all Ads and cancel the use of the Services.
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2.6. The present Agreement is not assignable in part or in totality and any such attempt is void.
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2.7. The Advertiser consents that any use of the Platform, or applications, or software available on invibes.com, and/or connected or affiliated domains, are governed by the Terms of Service available on www.invibes.com/terms.html.

3. Duration

In entering into the Agreement, the Advertiser accepts that INVIBES ADVERTISING may cancel any Services or Program with notice or modify the present Terms at any time without notice and without liability.In such cases, Advertiser will be responsible for any ads already produced and Advertiser’s use of the Services after notice constitutes validation and acceptance of the new conditions (Requirements, services and Terms in general).Should the present Terms expire or be terminated, responsibility and obligations as described hereby shall survive.

4. Advertiser’s obligations

In entering into the Agreement, the Advertiser recognizes and warrants using the Services with good faith and in line with the present Terms and in particular;
• Advertiser is not authorized and shall not authorize anyone to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; to use any automated means or form of scraping or data extraction to access, query or otherwise collect INVIBES ADVERTISING advertising related information from any program website or Content except as expressly permitted by INVIBES ADVERTISING;
• It is Advertiser’s responsibility to not advertise anything illegal or engage in any illegal or fraudulent business practice.
• Advertiser represents and warrants that it holds and hereby grants INVIBES ADVERTISING and Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Ad Contents, options and Advertisements, necessary to operate INVIBES ADVERTISING Services (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative or Targets) in connection with this Agreement.
• Advertiser expressly confirms to be authorized to enter into the present Agreement and act on behalf of any third party for which the Advertiser is enabled to advertise legally. As a result, Advertiser also represents and warrants that said third Party for whom it acts as agent owns all necessary rights to enter into the Agreement. Advertiser also represents and warrants that all related information regarding said Third Party program shall not be disclosed to any other party without the latter explicit consent.
• Advertiser represents and warrants that it received all, updated and sufficient information and that it will make use of the Services without perpetrating violation or encouragement to violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights).
• Any violation of the present obligations gives rise to legal indemnity for INVIBES ADVERTISING and any further legal consequences as well as immediate termination of this Agreement and/or of Advertiser’s account without notice.
• Advertiser shall indemnify and defend INVIBES ADVERTISING, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of the execution and/or breach of the present Agreement and the use of the Services. Advertiser recognizes that Partners shall be deemed third party beneficiaries of the above Partner indemnity.

5. Disclaimer and limitation of liability

6. Financial terms

6.1. Advertiser is liable to pay the amount corresponding to Services ordered and in accordance with the corresponding Requirements, as set up in its online Account. Advertiser shall proceed with payment in the currency as indicated in his account. Charges are exclusive of taxes.
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6.2. Each order will be invoiced separately at the end of each month wherein delivery has taken place. Multiple orders remain divisible. Any invoice shall be payable in full in accordance with the terms of payment provided for therein.
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6.3. Payment penalties bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and attorney’s fees that INVIBES ADVERTISING incurs collecting late payments.
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6.4. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Advertiser's credit card issuer rights).
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6.5. Total charges shall be calculated solely based on records maintained by INVIBES ADVERTISING. No other measurements or statistics of any kind shall be accepted by INVIBES ADVERTISING or have any effect under this Agreement. INVIBES ADVERTISING will update, on a regular basis (every day when possible) the tracking reports available on Advertiser’s Account.
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6.6. Should the Advertiser have any claim regarding payment, INVIBES ADVERTISING shall receive it at the latest within the applicable time for payment or the Advertiser will be considered as having accepted due amount so that any further claim will be considered null and void. In any case, refunds are at the sole discretion of INVIBES ADVERTISING and may be granted only in the form of advertising credits for INVIBES ADVERTISING Services.
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6.7. Advertiser acknowledges and agrees that payment information may be collected, saved by INVIBES ADVERTISING and transmitted to INVIBES ADVERTISING partners involved in the payment process (such as payment processors and/or credit agencies) and solely for the purposes of checking credit, effecting payment to INVIBES ADVERTISING and servicing Advertiser's account. In addition, such information may also be transmitted by INVIBES ADVERTISING in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. INVIBES ADVERTISING shall not be liable for any use or disclosure of such information by such third parties.

7. Contracting party, choice of law and location for resolving disputes

_7.1. If you are using the Program from, or if your business is in Europe, except for France, Spain, Germany, Switzerland, Italy, Belgium, the United Kingdom, the Netherlands, the Czech Republic, Poland, Sweden, Norway or Denmark, you're contracting with INVIBES ADVERTISING NV, a private company incorporated under the laws of Belgium (0836.533.938) having its registered office and principal place of business at Reigerstraat 8, 9000 Ghent, Belgium and this Agreement is governed by Belgian law, except for its conflict of law principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after a dispute notification, the claim or dispute shall be decided exclusively by the courts of Ghent, Belgium, having subject matter jurisdiction.
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_7.2. If you are using the Program from, or if your business is in France, you're contracting with INVIBES ADVERTISING SAS, a private company incorporated under the laws of France (537 450 140 R.C.S. PARIS) having its registered office and principal place of business at 24 rue des Petites Ecuries, 75010 Paris, France and this Agreement is governed by French law, except for its conflict of law principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after a dispute notification, the claim or dispute shall be decided exclusively by the courts of Paris, France, having subject matter jurisdiction.
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_7.3. If you are using the Program from or if your business is in Spain you're contracting with INVIBES SPAIN SL, a private company incorporated under the laws of Spain having its registered office and principal place of business at C/ Pez Volador n°32, 28007 Madrid, Spain and this Agreement is governed by Spanish law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Madrid, Spain, having subject matter jurisdiction.
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_7.4. If you are using the Program from or if your business is in Germany you're contracting with INVIBES ADVERTISING AG, a private company incorporated under the laws of Germany having its registered office and principal place of business at Theatiner Str. 45, 80333 München, Germany and this Agreement is governed by German law, except for its conflict of laws principles. This Agreement is exclusively governed by German law without prejudice to any mandatory conflict of laws provisions. The provisions of the UN Convention on the International Sale of Goods (CISG) shall not apply. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Germany, having subject matter jurisdiction.
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_7.5. If you are using the Program from or if your business is in Switzerland you're contracting with INVIBES SWITZERLAND AG, a private company incorporated under the laws of Switzerland having its registered office and principal place of business at Langstrasse 11, 8004 Zürich, Switzerland and this Agreement is governed by Swiss law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Switzerland, having subject matter jurisdiction.
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_7.6. If you are using the Program from or if your business is in Italy you're contracting with INVIBES ITALY SRL, a private company incorporated under the laws of Italy having its registered office and principal place of business at Via Giosue Carducci 31, Milan, Italy and this Agreement is governed by Italian law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Italy, having subject matter jurisdiction.
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_7.7. If you are using the Program from or if your business is in the United Kingdom you're contracting with INVIBES advertising UK LTD, a private company incorporated under the laws of the United Kingdom having its registered office and principal place of business at 5 Underwood Street, London, United Kingdom, N1 7LY and this Agreement is governed by the law of the United Kingdom, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of the United Kingdom, having subject matter jurisdiction.
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_7.8. If you are using the Program from or if your business is in Belgium you're contracting with INVIBES Benelux BV, a private company incorporated under the laws of Belgium having its registered office and principal place of business at Prins Boudewijnlaan 5 Bus 10, 2550 Kontich, Belgium, and this Agreement is governed by the law Belgium, except for its conflict of laws principles. In any claim or dispute between You and INVIBES Benelux BV that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Belgium, having subject matter jurisdiction.
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_7.9. If you are using the Program from or if your business is in the Netherlands, you're contracting with INVIBES NETHERLANDS BV, a private company incorporated under the laws of the Netherlands having its registered office and principal place of business at KNSM-laan 171, 1019LC Amsterdam, Netherlands, and this Agreement is governed by Dutch law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES NETHERLANDS BV that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Amsterdam, Netherlands, having subject matter jurisdiction.
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_7.10. If you are using the Program from or if your business is in the Czech Republic, you're contracting with INVIBES ADVERTISING CZECH REPUBLIC, a private company incorporated under the laws of the Czech Republic having its registered office and principal place of business at Ovocny trh 1096/8, stare Mesto, 11000 Prague, Czech Republic, and this Agreement is governed by Czech law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING CZECH REPUBLIC that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Prague, Czech Republic, having subject matter jurisdiction.
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_7.11. If you are using the Program from or if your business is in Poland, you're contracting with INVIBES POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a private company incorporated under the laws of Poland having its registered office and principal place of business at Ul. Przyokopowa 33 01-208 Warsaw, Poland, and this Agreement is governed by Polish law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES POLAND SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Warsaw, Poland, having subject matter jurisdiction.
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_7.12. If you are using the Program from or if your business is in Sweden, you're contracting with INVIBES NORDICS AB, a private company incorporated under the laws of Sweden having its registered office and principal place of business at c/o Leinonen, Sankt Eriksgatan 63B, 112 34, Stockholm, Sweden, and this Agreement is governed by Swedish law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES NORDICS AB that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Stockholm, Sweden, having subject matter jurisdiction.
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_7.13. If you are using the Program from or if your business is in Norway, you're contracting with INVIBES NORWAY AS., a private company incorporated under the laws of Norway having its registered office and principal place of business at Arbins Gate 4, 0253 Oslo, Norway, and this Agreement is governed by Norwegian law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES NORWAY AS. that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Oslo, Norway, having subject matter jurisdiction.
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_7.14. If you are using the Program from or if your business is in Denmark, you're contracting with INVIBES DENMARK APS, a private company incorporated under the laws of Denmark having its registered office and principal place of business at c/o Baker Tilly Revisionspartnerselsk., Poul Bundgaards Vej 1, 1, 2500 Valby, Denmark, and this Agreement is governed by Danish law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES DENMARK APS that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Copenhagen, Denmark, having subject matter jurisdiction.
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_7.15. If you are using the Program from or if your business is outside Europe, except for the United Arab Emirates and South Africa, you're contracting with INVIBES ADVERTISING INC, USA, a private company incorporated under the laws of New York having its registered office and principal place of business at 1177 Avenue of the Americas, 7th floor, New York, NY 10036, and this Agreement is governed by New York law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of the State of New York, USA, having subject matter jurisdiction.
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_7.16. If you are using the Program from or if your business is in the United Arab Emirates (UAE), you're contracting with INVIBES ADVERTISING FZ-LLC, a private company incorporated under the laws of the UAE having its registered office and principal place of business at SEO100 BLDG 08-CO Work, Dubai Media City, UAE, and this Agreement is governed by Emirati law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING FZ-LLC that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of Dubai, UAE, having subject matter jurisdiction.
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_7.17. If you are using the Program from or if your business is in South Africa, you're contracting with INVIBES ADVERTISING SOUTH AFRICA LTD, a private company incorporated under the laws of South Africa having its registered office and principal place of business at 10 Buffalo Road, Gallo Manor Sandton, 2196 Gauteng, South Africa, and this Agreement is governed by South African law, except for its conflict of laws principles. In any claim or dispute between You and INVIBES ADVERTISING SOUTH AFRICA LTD that arises in whole or in part from the present Agreement, both parties must at first and in good faith try to resolve and settle the issues together. Should dispute resolution fail 6 weeks after dispute notification, the claim or dispute shall be decided exclusively by the courts of South Africa, having subject matter jurisdiction.

8. General provisions

8.1. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and INVIBES ADVERTISING’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
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8.2. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other prior agreements, terms and conditions related to the subject matter of the Agreement.If any provision of this Agreement is deemed invalid by a Court with proper jurisdiction, the invalidity of such provision shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. Unenforceable provision shall be modified in line with the intention of the parties and to the extend which makes it enforceable.
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8.3. The Agreement is considered confidential so that the parties expressly acknowledge and accept it is forbidden to disclose any element of it to third party, unless if required by law or expressly authorized in writing by the authorizing party.
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8.4. Nothing in this Agreement may be interpreted as if the parties where conducting business in any form of association or joint venture. No party may suggest to any third party that they are doing business in any other way than independently.
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8.5. Notices to Advertiser are to be sent to the email address specified in Advertiser’s registration or posted on Advertiser’s account. Notice to Advertiser is deemed to be received on the day it is sent or no later than 10 days after being posted on Advertiser’s Account. Notices to INVIBES ADVERTISING must be sent to the headquarters of the contracting party as specified under Article 7.

9. General legal provisions

9.1. INTRODUCTION
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INVIBES ADVERTISING, is committed to protect and safeguard your personal data. INVIBES ADVERTISING has taken all necessary steps to comply with the provisions of the Regulation (EU) 2016/679 of the European Parliament and of the Council dated April 27, 2016 and applicable as of May 25, 2018 (the “GDPR”). If you have any concern or question, please contact INVIBES ADVERTISING at: contact@invibes.com.