These general terms and conditions govern the agreement between Viralize (“Company”) Via di Santo Spirito 14, Firenze, Italy VAT: IT06355790483 and any party (“the Client or Advertiser”) interested in promoting its own products and/or services via the Company’s Service, if the application to enter into the agreement is not rejected by the Company.

 

Service

The Service enables the Client to plan its own video advertising campaign (“video campaign”) or other forms of advertising campaigns on the Viralize international network or on additional networks which will be indicated by the Company (“Third Party Networks”) at a later time on its Internet web site that can be reached at the following address: http://viralize.com/ or on any other web site on which the Company shall promote the Service (“Web Site”).

 

The Company will activate the Client’s account on the Viralize network at the date of registration and the Client may proceed to launch the campaign from that moment. In any event the campaign will be provided in accordance with the timing established by the Viralize network or Third Party Networks.

 

The campaigns shall be managed by the Client via the control panel made available by the Company, the characteristics of which are described on the Web Site. By way of example, the Client will be required to use the control panel to enter the campaign start date, the commodity category, the campaign’s territory, and the campaign’s destination URL, the campaign video. Furthermore, the Client will be required to enter beforehand the maximum daily budget that the Client intends to invest in the campaign, to be selected at the Client’s choice, from among the amounts indicated on the Web Site.

 

The Client may interrupt the campaign at any time and return to the campaign at a later date, subject to the condition that the Client will be charged for the portion of the campaign consumed, in accordance with the procedures set out in Article VI below. The Client will be able to monitor the campaign’s trend via the report made available by the Company. Furthermore, the report will indicate the daily investments made by the Client expressed in Euro from among those available at the date the Client subscribed to the Service. If the Client plans the campaign on a given network the report will only indicate the traffic registered for that entire network.

 

Terms and conditions of Service and Liability
  1. The Company does not guarantee the insertion, positioning or the delivery time of the video, or the number of conversions or clicks referred to the announcements and the Client acknowledges the foregoing duly releasing the Company from all liability in this regard.
  2. The Client is the sole party responsible for the choice of the campaign’s target and for creating the contents of the advertising messages.
  3. The Company reserves the right to reject and/or delete advertising campaign, at its complete discretion, and at any time, as well as to change the dimensions and/or the format of the messages, at any time, to the extent that is reasonably necessary to ensure compliance with the Service’s technical specifications, without prejudice to the exclusive liability for the campaign remaining with the Client.
  4. The Client shall not and shall not permit third parties:
    1. to use the Service in a fraudulent manner, and therefore, by way of example and hence not limited to the provisions set out below, the Client shall not, and shall not permit third parties, to generate fraudulent or however invalid impressions or clicks on the Client’s or on a third-party message or messages, including, by way of example but not limited to, the use of robots or other automatic search tools and/or search requests generated digitally, and/or the fraudulent use of other services to optimise search engines and/or software;
    2. to use automated means, grading or other data extraction methods to gain access to, launch searches of or however collect and use the information relating to the advertising;
    3. to advertise substances, services, products or materials or to particular customer groups such as children in breach of applicable laws, regulations, advertising codes or the codes applicable to particular substances, services, products, materials or customer groups including (without limitation) using material of a defamatory or pornographic nature or which infringes the Intellectual Property Rights of the Company or any third party;
    4. to manage multiple advertising messages linked to the same site or to another analogous site on the same page as the search results.
  5. In the event of the Client being in breach of Article 2.4 the Company reserves the right to eliminate immediately the advertising messages in breach thereof, subject to compensation for greater damages, and to change directly the campaign’s parameters entered by the Client, if there is a breach of the regulations described above, as well as in the circumstance in which there is an inconsistency in the campaign’s configuration that obstructs and/or limits the publication or the performance of the campaign in question, without prejudice to the campaign’s exclusive liability remaining with the Client. In such situations the changes made by the Company shall be notified to the Client by e-mail in the shortest time possible and however within the following 24 working hours.
  6. All the data supplied by the Client for the purposes of configuring the campaign (by way of example, data referred to targeting, etc.) shall be considered indicative and non-binding for the purposes of delivering the campaign in question. In any event, the Company does not guarantee any positioning within the networks or any result in terms of the campaign’s performance, and therefore, the Client releases the Company from all liability in this regard. The Client will indemnify and hold harmless the Company against any damages, including costs, that may be awarded or agreed to be paid to any third party in respect of any claim or action that any advertising placed by the Client is in breach of Article II.d(iii).
  7. If an advertisement placed by the Client is in breach of Article II.d(iii) the Client shall immediately withdraw the advertisement or amend it so that it is non-infringing.

 

Liability Limitations

 

  1. The Service is offered “AS IS” and “AS AVAILABLE”, and therefore, the Company does not assume any liability concerning its use and availability, punctuality or possible cancellation.
  2. The Company does not:
    1. assume any liability regarding advertising information which shall remain the Advertiser’s exclusive responsibility.
    2. offer any representation, warranty or guarantee regarding the results which will be achieved by the Advertiser via the Service, and in particular, regarding the level of impressions or clicks which will be generated via the campaigns.
  3. The Company undertakes to use all reasonable endeavours to provide the Service, but excludes liability for:
    1. direct, indirect or consequential damage and/or
    2. anomalies which may occur in the supply of the Service and which are beyond the Company’s technical control, for example, malfunctions in the management of the telephone and/or telematic networks or as a result of malfunctions due to flaws in the essential means of access, due to the improper use of such means and/or the access procedures to the Service adopted by Clients.

 

Duration and Withdrawal

 

  1. This Service is provided for an indefinite period.
  2. In any event the Company has the right to withdraw from the contract at any time, without advanced notice, and for any reason whatsoever, without any responsibility or liability, by informing the Advertiser, even via email.

 

Fees and Payments

 

  1. The fees are detailed in the offer visible on the Web Site and are established in accordance with a cpv (cost per view) procedure or any other procedure that will be indicated in the offer visible on the Web Site at a later date. All fees are listed free of VAT. In any case, VAT shall or shall not be applied, according to laws and regulations in force. Only the Company’s monitoring systems shall be considered legally binding for the purpose of calculating the fees.
  2. The fees may be paid by credit cards or using the other methods of payment which may be indicated on the Web Site. The credit card data will be kept in safe custody by the Company in a special databank and will be deleted when the Service expires. The Company will preserve and process the data with the utmost care, using special systems developed in compliance with the best security standards applicable in the sector. The fees shall be debited in the currency selected by the Client on reaching the minimum amount indicated on the Web Site or within the time period also indicated on the Web Site, if the minimum amount has not been reached within that given time period.
  3. The Client hereby guarantees that the sum is available on its credit card undertaking not to plan campaigns for amounts which are not available on its credit card. In any event, the Company shall have the right to interrupt the campaign and/or this agreement immediately if the Client defaults on the payment of the fees established herein.

 

Advertising

 

By entering into this agreement the Client duly approves the use of its name, trade marks and logo by the Company in presentations, marketing material, client lists, financial reports, lists of client web sites, search result pages.

 

Communications between the Parties

 

The Parties agree that any communications between such Parties shall also be forwarded by e-mail, unless indicated otherwise. Any and all communications addressed to Company must be sent through the form present on Company’s website.

 

Intellectual Property

 

By entering into this agreement the Advertiser duly acknowledges the Company’s intellectual property rights over the Service and undertakes not to change, adapt, translate, decompile, decode, disassemble the Service or not to attempt to extract the source code in another way, or not to create or attempt to create a substitute or similar service or product by using or accessing the Service or proprietary information related thereto.

 

Miscellaneous

 

  1. The Company shall not be liable to the Client for failure to perform any obligation under this agreement to the extent that the failure is caused by any factor beyond its reasonable control.
  2. This agreement and the documents referred to in it constitute the entire agreement between the parties and supersede all other agreements or arrangements, whether oral or written, express or implied. No variations of this agreement are effective unless made in writing.
  3. Neither party will be affected by any delay or failure in exercising or any partial exercising of his rights under this agreement unless he has signed an express written waiver or release.
  4. If any provision of this agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect or impair: (a) the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or (b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this agreement.
  5. Nothing in this agreement creates a partnership or established a relationship of principal and agent or any other fiduciary relationship between the parties. This agreement is not intended to confer rights on third parties.

 

Governing law and Jurisdiction

 

These terms and conditions of service are governed by Italian law. The parties submit to the exclusive jurisdiction of the Italian Courts.