This agreement (“Agreement”) is a binding legal agreement between You, as user, and INVIBES ADVERTISING company ("INVIBES ADVERTISING") the legal entity as specified hereunder Article 8, setting out the terms of service that govern the personal use of the INVIBES ADVERTISING DISCOVERY (the “Services”) made available on www.invibes.com or in an embeded form on third party web pages or domains. If You are using the Services available on www.invibes.com as a professional publisher, you automatically enroll into the INVIBES ADVERTISING’s Publisher Program governed by INVIBES ADVERTISING’s Publisher Program Terms available on Publisher Terms. INVIBES ADVERTISING DISCOVERY offers an easy way for You to search and discover online sponsored content. By using the Services, You, as personal user, agree to comply with the present Standard Terms of Service, which includes as a condition of Your access to the Services that You agree to comply with INVIBES ADVERTISING’s privacy policy (“Privacy Policy”).
1. DEFINITIONS
1.1.Terms of Service: comprises (1) the present User license Agreement and (2) the Privacy Policy which constitutes the binding applicable agreement governing Your relationship with INVIBES ADVERTISING regarding Your use of INVIBES ADVERTISING SEARCH & DISCOVERY made available under or served from www.invibes.com or affiliate domain, in any form on third party web pages or domains via all kinds of devices.
1.2. Agreement: is these Standard Terms of Service, which may be amended and/or modified without prior notice. The online and dated version is the applicable version.
1.3. Platform or Licensed Website: all features, services, functionalities, content and the “look & feel, design and style” available under or served from www.invibes.com or any affiliated domain, on third party web pages or domains via all kinds of devices.
1.4. Services: an easy way for You to search and discover online Content.
1.5. Content: includes any and all text, software, scripts, graphics, photos, sounds, music, videos and other audiovisual material viewed on, accessed through or contributed to the Licensed Website via the Platform.
1.6. Intellectual Property Rights: mean any and all intellectual property rights arising out of the Licensed Website and the Services offered on the Platform and any and all intellectual property rights, including, but not limited to copyrights, logos, trademarks, codes and patents belonging to INVIBES ADVERTISING.
1.7. Video Players – includes any and all kind of video players, including any audiovisual Content and technical functionalities, embeddable, either (1) following a specific authorization given by the Video Player Right Owner or (2) because they are made publicly available under their respective terms of use. During the crawling process, INVIBES ADVERTISING respects the instructions given in the /robots.txt file indicated in the root directory of the Video Player Right’ Owner website(s).
1.8. Privacy Policy: is the privacy policy as set forth by INVIBES ADVERTISING available as specified under article 5.
1.9. You / User / Your (where applicable): the user of the Services.
1.10. Publisher: is any person or entity, commercial or otherwise which publishes, disseminates, distributes and/or edits Content on the Internet via any kinds of devices.
1.11.Video Player Rights’ Owner: Video Player Provider / Video Player Platform / Producer / Video Player Owner / Video Player Broadcaster, any and all entity or person which owns or has any and all necessary licenses, proprietary rights, permissions and/or other rights to said Players of video media Content and which has displayed the corresponding Embed Code on the web or which has given a specific authorization to INVIBES ADVERTISING, to crawl for said Video Player Embed Code.
1.12.Embed Code: is either original embed code of a specific Video Player of a Video Player Rights’ Owner.
2. INVIBES ADVERTISING DISCOVERY SERVICES
INVIBES ADVERTISING DISCOVERY offers an easy way for You to search and discover online content and videos that have been made available or embeddable by its corresponding Rights’ Owner on its website(s)3. YOUR USE OF THE SERVICES (OBLIGATIONS)
INVIBES ADVERTISING hereby grants You a non-exclusive, non-transferable and non-assignable license to access and have a use of the Services as set forth in this Agreement provided that:
3.1. You agree not to alter, disrupt, tamper with, circumvent and/or interfere (defined broadly) with the Licensed Website and its security features, through any technology or means other than the Licensed Website. In particular, considering that the embeddable Video Players submitted to the Platform are protected by intellectual property rights regarding their Content, You agree not to alter the viewing made available via the Player of the Platform or to illegally download the Video Players by other means than the proposed Embed Code and to respect the applicable Terms of use.
3.2. You agree not to use or launch any automated system, or try to access the Services other than indicated in the interface and the instructions provided, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Services in a manner that sends more request messages to the INVIBES ADVERTISING servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser. Notwithstanding the foregoing, INVIBES ADVERTISING grants the operators of public search engines permission to use spiders to copy materials from the Licensed Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.
3.3. You agree not to collect any personally identifiable information nor to use the communication systems provided by the Licensed Website for any commercial solicitation purposes. In particular, You agree not to solicit, for commercial purposes, any users of the Licensed Website with respect to their Content. In general, You agree not to use the Services for any commercial purposes except the authorized Services unless You obtain INVIBES ADVERTISING’s prior express written consent.
3.4. You understand that when using the Services, You will be exposed to Content from diverse sources and that INVIBES ADVERTISING is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. Indexed Videos are the sole responsibility of their Video Players Rights Owner as INVIBES ADVERTISING acts solely as a technical intermediary to index them and thus has no responsibility regarding the available embeddable Video Players.
3.5. Thus You agree to waive and hereby do waive, any legal or equitable rights or recourse You have or may have against INVIBES ADVERTISING with respect thereto, and, to the extent permitted by applicable law, agree to indemnify INVIBES ADVERTISING, its owners, operators, employees, affiliates, licensors and licensees to the fullest extent allowed by applicable law regarding all matters related to Your use of the Licensed Website. You agree to immediately notify INVIBES ADVERTISING of any Video which would allegedly violate any legitimate rights or applicable law by sending an email to contact@INVIBES.com.
4. INTELLECTUAL PROPERTY
4.1. You agree that any and all Intellectual Property Rights resulting out of the Licensed Website and the Program proposed via the Platform are exclusively held by INVIBES ADVERTISING NV, Technologiepark-Zwijnaarde 3, bus 26, 9052 Gent, Belgium. You will not take any action to jeopardize, limit or interfere with the Intellectual Property Rights. You acknowledge and agree that any unauthorized use of the Intellectual Property Rights is a violation of this Agreement and the law and thus is subject to criminal sanctions.
4.2. You agree that all intellectual property rights in and to any third-party Content that may be accessed through use of the Services, are exclusively held by the respective Content rights’ owners, in particular regarding the Content displayed via the Video Player. You acknowledge and agree that any unauthorized use of the Content displayed via the Video Player is a violation of the rights of the Video Player Rights Owner and of this Agreement and the law and thus is subject to criminal sanctions.
5. PRIVACY POLICY
5.1. 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”). INVIBES ADVERTISING, when applicable, also adheres to the fullest extend to the IAB Europe’s GDPR Transparency & Consent Framework. The Data Processor informs the Data Controller that a data protection officer (DPO) has been appointed in accordance with Article 37 of the European Data Protection Regulation and shall be contacted if needed under the following contact details: Email: dpo@invibes.com. The DPO assigned, reports to the Belgian Data Protection Authorities located Rue de la Presse 35, 1000 Brussels.
5.2.This privacy policy sets forth the use and disclosure of confidential User information collected on the Licensed Website and is a condition of Your use and access to the Licensed Website. If you have any concerns or questions please contact INVIBES ADVERTISING DPO at: dpo@invibes.com.
- - To delete cookies that are stored on your browser and delete all your past data history from domains used by INVIBES ADVERTISING to collect statistical data and that are directly owned and operated by INVIBES ADVERTISING:
- - To delete cookies that are stored on Your browser and delete all you past history from websites operated by third party affiliated websites, please consult the instructions and terms of service of such third party website.
5.3. This policy only addresses INVIBES ADVERTISING’s activities to the exclusion of any other third-party websites’ activity.
5.4. When using the Services, You shall communicate all relevant contact details to INVIBES ADVERTISING. Such information will serve to execute the Services, and You shall make sure it is always accurate and up to date. INVIBES ADVERTISING will destroy such data three (3) years after the end of our commercial relationship.
5.5. When using the Services, INVIBES ADVERTISING may also transmit and store one or more cookies, small text files containing alphanumeric characters to Your computer or the computer You are using to access the Licensed Website or affiliate websites that uniquely identifies the web browser. We use different types of cookies for different purposes. INVIBES ADVERTISING may collect statistical data regarding the Your usage on the Licensed Website or affiliate publisher websites without obtaining Your explicit Consent. Such collected information will be used to display non-user specific targeted Content and to record performance of such Content. Such non-specific user targeting is a targeting method based upon non-user specific usage statistics of the Licensed Website and/or affiliated publisher website(s) (used so called contextual targeting). In such case, data collected may include, but are not limited to: IP address; Device ID; Browser characteristics; Web usage; Interactions; Interactions with Content, general Navigational data. By doing so, INVIBES ADVERTISING is considered as a data processor of personal data and as such specifically commits to comply with Annex 2 “Data processor GDPR obligations”. As data processor, INVIBES ADVERTISING will make sure:
- - To keep up to date a record of data processing activities;
- - To limit the access to data to specific authorized staff only;
- - To set up all technical and organizational measures, safeguards and mechanisms ensuring the protection of personal data, and especially appropriate measures to ensure confidentiality for preventing unauthorized access;
- - To collaborate with the data controller in case of personal data breach;
- - That such data is not shared with any third party;
- - That such cookies will not allow the collection of data navigation on third parties websites;
- - That IP address will be processed only regarding country and city level.
In such case You would haven given Consent directly or indirectly via an affiliate publisher website, user-specific ad targeting methods such as, may be displayed. By default, INVIBES ADVERTISING shall consider that You have not given Consent to adhere to INVIBES user-specific targeting methods.
Should You have given Consent, INVIBES ADVERTISING will activate additional cookies and functionalities in Your browser as described hereafter. In such case, INVIBES ADVERTISING will store your personal data to target specifically You. Such targeting method may make use of third party data sources for which INVIBES ADVERTISING also received Your Consent to apply user-specific targeting methods. In such case You have given consent, INVIBES ADVERTISING will also exchange more detailed personal data such as anonymized email addresses, anonymized mobile phone number and anonymized Website login information. INVIBES ADVERTISING will in such case also make use of bi-directional beacons (e.g. calls to and from third parties) or other technologies and You are also aware that Data collected via such beacons may be cross-checked and merged with other third party. In such case, third parties may also receive anonymous statistical data out of such collected data.
INVIBES ADVERTISING will reset Your Consent status after thirteen (13) months after its placement for, unless You have renewed Your consent. With no consent renewal, You will automatically opt-out from User-specific targeting method. However, its data is not deleted automatically.
Furthermore, in accordance with the laws in force, You have right to be forgotten.
- - To delete cookies that are stored on Your browser and delete all you past history from web sites, trackers directly operated by INVIBES ADVERTISING:
- - To delete cookies that are stored on Your browser and delete all you past history from websites operated by a third party websites, please consult the Terms of Service of such third party website.
5.6. Your personal data might be communicated by INVIBES ADVERTISING to its parent companies (i.e. within the same group of companies), or to its technical partners (Internet hosting services etc.).
5.7. Furthermore, upon request of our clients, and only opon receipt of your Consent, INVIBES ADVERTISING inserts third party scripts ("Data management platforms”) into its advertising campaigns to enable user targeted campaigns by such third parties. Such third party may analyse, combine received data with other data he owns or controls and otherwise such received data for our business purposes, including, but not limited to, use in connection with marketing products and services through online behavioural advertising.
6. EXCLUSION OF WARRANTY
6.1. The Services are provided on an “as is” basis and INVIBES ADVERTISING expressly disclaims all warranties, guarantees, claims or representations, express or implied with respect to the Licensed Website, its Services and the Content offered via its Platform, including, without limitation, warranties of quality, performance, state of being virus free, non-infringement and fitness for a particular purpose. Nothing in this Agreement represents or warrants that the Licensed Website will always and continuously be accessible, uninterrupted, secure, complete or error-free, or will operate without data loss, nor does INVIBES ADVERTISING warrant any connection to or transmission from the Internet, or any quality of transmissions of data made through the Licensed Website.
6.2. Thus, You acknowledge that You bear the risk arising out of the use or the performance of the Services to the maximum extent permitted by law. You expressly recognize that INVIBES ADVERTISING has no general obligation of control over the Content available via its Platform.
6.3. INVIBES ADVERTISING continually adapts, changes and improves the Services. You are aware, acknowledge and accept that the form, nature and substance of the Services can be modified at any time without prior notice. INVIBES ADVERTISING reserves the right to terminate the provision of Services at any time and for any reason, without prior notice.
7. LIMITATION OF LIABILITY
7.1. You agree that INVIBES ADVERTISING and its affiliates, associates, partners, directors, employees or agents cannot in any event be held liable in contract and/or tort for any indirect, incidental or consequential damages including but not limited to any loss of data, Service interruptions, computer failure or pecuniary loss resulting from Your access to the Services. This shall be the case even if INVIBES ADVERTISING has been advised of the possibility of such damages arising.
7.2. Your only recourse with respect to any problems with the Licensed Website is to cease accessing the Services. Moreover, if You happen to encounter any problems with the use of and/or access to the Services, then it is Your responsibility to immediately notify INVIBES ADVERTISING as soon as reasonably possible at: support@invibes.com.
8. CONTRACTING PARTY, CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES
8.1. If you are using the Services from, or if your business in Europe, except for France, Spain Germany and Switzerland, 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 Technologiepark-Zwijnaarde 3, 9052 Gent, 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.
8.2. If you are using the Services 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.
8.3. If you are using the Services 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.
8.4. If you are using the Services 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 Zweibrückenstr. 15, 80331 Munich, Germany and this Agreement is governed by German 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 Germany, having subject matter jurisdiction.
8.5. If you are using the Services 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.
8.6. If you are using the Services from or if your business is outside Europe 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 of the State of New York, USA, having subject matter jurisdiction.
9. GENERAL LEGAL PROVISIONS
9.1. If any provision of this Agreement is deemed invalid or unenforceable by a Court with proper jurisdiction or any competent administrative body, the invalidity of such provision shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
9.2. 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.
9.3. If INVIBES ADVERTISING provides the Agreement in any other language, this will be only for commercial expediency. The English language Agreement is the only valid and acceptable Agreement. INVIBES ADVERTISING reserves the right to amend this Agreement at any time and without notice, and it is Your responsibility to review this Agreement regularly. Your use of the Services following any amendment of this Agreement will signify Your assent to and acceptance of its revised terms.
November 29, 2018