TERMS AND CONDITIONS

  1. BACKGROUND

    1. JARVIS is a company that provides management of advertising-spaces services (for video formats), in web pages, connected TV and apps, via a recommendation intelligence widget and the development of its own network of advertisers and publishers, with the aim to generate qualified visits and traffic for its advertisers' and networks' products and properties and sites.
    2. By means of the execution of the Insertion Order (IO), JARVIS engages the Publisher for the placement and management of the advertising campaigns (the Services) determined between the Account Managers (as defined below) (the Campaigns).
    3. These Terms and Conditions shall govern the placement and management of advertising campaigns made available by JARVIS to Publisher (the Parties), and together with the IO and the Particular Terms (as defined below) agreed by the Account Managers, shall constitute the entire Agreement between the Parties. In case of contradiction between these Terms and Conditions and the IO, the IO shall prevail.
  2. CAMPAIGNS

    1. Publisher will have access to (through JARVIS’s Platform), or will be provided with (by JARVIS’s Account Manager to Publishers’ Account Manager -together, the Account Managers-), certain Campaigns. The Particular Terms applicable to each Campaign, including, (i) Type of campaign (CPV, CPM, CPL. CPC, or any other type agreed); (ii) Target (including territory); (iii) Traffic restrictions (if applicable); (iv) Applicable rate; (v) Environment (desktop, mobile web, app, etc.); (vi) Initial/Termination Date, if applicable; and (vii) Other specifications; will be available at JARVIS’s Platform or will be notified by JARVIS’s Account Manager.
    2. The provision of the Services by the Publisher (directly or through its own publishers and or affiliates), and in particular the management of campaigns and the placement of Ads shall be carried out in strict compliance of these Terms and Conditions, the IO, and the Particular Terms applicable to each Campaign.
    3. All the amendments during a certain Campaign to the Particular Terms will be notified by JARVIS’s Account Manager in writing or notified in JARVIS’s Platform. Amendments or changes in the pay-out amounts or calculation terms during a determined Campaign will be effective within 24 hours upon notification to Publisher.
  3. ADS

    1. Unless otherwise stated, no registration shall be required to access the WEBSITE.
    2. The use of certain services may be subject to you to provide us with your personal and/or professional details. You specifically approve the use of these personal data and details, in accordance with the privacy policy applicable to this WEBSITE.
    3. You acknowledge and agree that you will use the contents or services offered in the website at your sole risk and / or responsibility.
    4. You agree to use the Website and the services in accordance with the provisions of this legal notice and to make appropriate use of the services and / or contents of the Website and not to use it for illegal or criminal purposes, which may infringe the rights of others and / or violate the regulations on intellectual property, or any other applicable legal standards.
    5. The USER undertakes not to introduce or spread virus, malware or any other software which may harm or cause damages to BILLY’s and their USERS’ computers, systems and devices.
    6. The USER agrees and undertakes not to take any action to impair the reputation of BILLY or third parties.
    7. The online hiring of publishing services between the parties (Publisher and Advertisers) with the intermediation of BILLY will be subject to specific terms and conditions to be accepted by the parties on each occasion. Billy will provide a Private panel to each party.
  4. DISTRIBUTION OF ADS

    1. Publisher will insert and/or display the Insertion Code provided by JARVIS on the permitted environments (websites, applications or connected TV, among other content supports) owned, managed or controlled by the same (the Sites). Publisher shall comply with all the Sites and Campaign restrictions included in the Agreement or otherwise notified by JARVIS.
    2. Publisher shall be the sole responsible for the development, operation, and maintenance of, and all content on or linked to, the Sites. In particular, Publisher will ensure that the relevant Sites do not copy or resemble the look and feel of JARVIS or create the impression that the Site is endorsed by JARVIS. Moreover, Publisher undertakes (and will ensure) that no Insertion Code will be placed on any unauthorized platforms. In no event Sites can have sexually explicit, pornographic or obscene content (whether in text or graphics). JARVIS may terminate this Agreement with immediate effect, if it determines, in its sole discretion, that Sites may not fulfil this clause, and Publisher will be the sole responsible for any and all damages and sanctions that may derive from such non-fulfilment.
    3. JARVIS will have the right, at its sole discretion, to reject the Sites which it considers inappropriate and objectionable for the Campaigns.In no event shall Publisher make representations, warranties or other statements concerning JARVIS, a particular Campaign or any products or services related to the Ads. In no event shall JARVIS be responsible for any interruptions or errors which may have occurred in the network, servers, platforms or sites.
    4. In the event that for a particular Campaign Publisher wishes to engage other publishers and/or affiliates to manage the same: (i) Publisher undertakes to notify its own publishers and affiliates the obligations, requirements and restrictions applicable to the Campaign (as included in the Agreement and/or as communicated by JARVIS), and to obtain their express written consent and undertaking (through verifiable means) to comply with the same, prior to obtaining access to the Insertion Code; (ii) all Publishers’ affiliates and/or publishers must be in good standing with the Publisher, and Publisher shall impede, or immediately revoke, access to the Insertion Code to affiliates or publishers who take, or could reasonably be expected to take, any action that is contrary or violates the terms and conditions of the Agreement (in the event that either Party suspects any wrongdoing by an affiliate or publisher, Publisher shall immediately remove access to the Insertion Code of all the Campaigns provided by JARVIS); (iii) JARVIS will be able, at its sole discretion, to forbid access to the Insertion Code to determined affiliates or publishers; and (iv) notwithstanding all of the foregoing, PUBLISHER WILL BE AND REMAIN FULLY LIABLE IN ALL EVENTS BEFORE JARVIS FOR THE FULFILMENT OF THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO ALL CAMPAIGNS MANAGED UNDER THIS AGREEMENT.
    5. JARVIS will be entitled to forbid rebrokering for particular Campaigns or Publishers. Such prohibition will be included in the IO or in the Particular Terms.
  5. MEASUREMENT OF ADS PERFORMANCE

    1. Each Party will grant the other Party access to the numbers, statistics, evolution and results regarding the performance of the Campaigns, collected and stored as per its own server reports or third parties’ server reports (as publishers, affiliates, advertisers or networks), as soon as available and in real-time if possible.
    2. Measurement of the Qualified Actions (as defined below) with respect to a particular Campaign’ performance for the purposes of billing and payment will be based on the reported numbers of the Ad-server designated by JARVIS. No other measurements or statistics of any kind will be accepted for billing and payment purposes.
    3. Each Party undertakes not engage any Fraudulent Activity. Fraudulent Activity means any of the following: (i) fictitious, automated and/or fraudulent views, clicks, impressions or actions of (or in relation to) the Ads; (ii) management and placement of Insertion Codes (1) in violation of any applicable law or regulation or (2) breaching this Agreement or the particular specifications and restrictions applicable to a Campaign as notified by JARVIS.
    4. In order to determine Fraudulent Activity described in prior point (i), both Parties undertake to use solely the reports of the anti-fraud tools or verification vendors, validated by the Interactive Advertising Bureau (IAB). Fraudulent Activity described in prior point (ii) will be determined by JARVIS providing sufficient evidence (including tangible proof as screenshot, video or other evidence of wrongdoing).
    5. The Ad-server will provide the reported numbers on real-time, and Both Parties will agree on the final numbers within the 10 days following each Invoicing Period (as defined below).
  6. PRICE AND PAYMENT

    1. JARVIS will pay Publisher for the Qualified Actions obtained by the performance of the Services.
    2. Qualified Action means a transaction that occurs when a bona fide user views or fulfils some kind of action (impressions, views, clicks, conversions, or otherwise agreed in the Particular Terms) in relation to a Campaign managed by Publisher, provided that all information required for such action has been duly and timely completed. In no event transactions due to injection traffic, bot traffic, automatic injections by toolbars, robots, other automated or artificial methods, or other Fraudulent Activity will be considered Qualified Actions.
    3. JARVIS may apply a Budget cap to Publisher’s Services (such Budget cap will be notified by JARVIS to Publisher), in which case Publisher shall stop/pause the Campaigns once Publisher’s consideration for all the Services provided to JARVIS (in relation to one or more Campaigns) reaches de Budget cap. JARVIS will not pay any amount to Publisher for Services above the Budget cap. Once the Budget cap is reached Campaigns will only be relaunched by Publisher upon JARVIS’ notification (such relaunching of Campaigns shall be subject to the same Budget cap except if otherwise notified by JARVIS).
    4. If no specific terms have been agreed in the relevant IO, Services will be invoiced on a monthly basis (at the end of each calendar month) (such monthly period, or any other period as agreed in the IO, the Invoicing Period).
    5. Invoices will be issued by Publisher including separately the applicable taxes (including without limitation VAT). Each Party shall be liable for the payment of the applicable taxes and any related interest and penalties resulting from any payments made hereunder, as set out by the applicable law.
    6. Except if otherwise agreed on the relevant IO, payments will be made by JARVIS within sixty (60) days following the end of the Invoicing Period (Net+60), provided that there are no discrepancies on the number of Qualified Actions and the relevant invoice has been issued and delivered by Publisher (otherwise payments will be made once Qualified Actions have been determined and the invoice has become final).
    7. Services shall not be invoiced until the due consideration to Publisher amounts at least €100. Accounts with a balance of less than €100 will roll over to the next Invoicing Period.
    8. Publisher agrees that non-Qualified Actions shall not be payable by JARVIS. Publisher understands and agrees that JARVIS acts solely as a third party for the advertisers and that JARVIS shall only be liable to Publisher for Qualified Actions that the relevant advertisers have accepted. JARVIS is expressly authorized to retain any payments due to the Publisher until the quantification of Qualified Actions or Fraudulent Activity has been resolved.
    9. To the extent that JARVIS determines that there have been non-Qualified Actions, in addition to any other remedy available to JARVIS, any and all payments previously made by JARVIS to Publisher for actions that are subsequently deemed to be non-Qualified Transactions shall be promptly refunded to JARVIS. JARVIS shall have the right to off-set any amounts owed to it pursuant to this paragraph against any amounts owing to Publisher. Publisher acknowledges and agrees that JARVIS may, at its sole discretion, discount, credit back or accrue a credit against revenue already provided to the Publisher for transactions which are deemed to be non-Qualified Transactions following payment.
    10. Publisher hereby undertakes to provide JARVIS all the information regarding the management of a particular Campaign, it may have (or it may be able to obtain), which JARVIS considers necessary or appropriate to evaluate the existence of Fraudulent Activity.
  7. PARTIES REPRESENTATIONS

    1. Each Party will make every effort to uphold the highest ethical and commercial standards.
    2. Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power and authority to enter into the Agreement, and to perform the acts required of it hereunder; (ii) when executed and delivered (by means of the execution of the relevant IO), this Agreement will constitute a legal, valid and binding obligation for such Party, enforceable against the same in accordance with its terms; and (iii) it will act in accordance with all applicable laws, rules and regulations, and in particular in accordance with the anti-bribery regulations, and money laundering regulations (including EU Directive 2015/849 of the European Parliament and of the Council, of 20 May 2015, on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing).
    3. Additionally, Publisher represents and warrants that (i) all of the information provided by Publisher to JARVIS is correct, complete and current; (ii) it is the owner the Sites where Insertion Codes will be placed, or is legally authorized to act on behalf of the owner of such Sites for the purposes of this Agreement, or in any other manner has valid legal title to place the Insertion Codes on the Sites; (iii) the Sites were the Insertion Codes will be placed have a clearly labelled and easily accessible privacy policy that provides users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from users’ devices, including information about users’ options for cookie management.
    4. Publisher further represents and warrants that the Sites and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances and regulations and do not contain or promote links to another website that contains defamatory, abusive, violent, or illegal content; (ii) does not contain material which is unlawful, harmful, threatening, defamatory, offensive, profane, harassing, discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), has sexually explicit, pornographic or obscene content, incites violence or otherwise is objectionable, libellous or misleading, or which constitutes an invasion of any right to privacy, breaches advertising rights or, in any other manner, breaches third-party rights; (ii) does not contain “spam”, malicious code, adware, spyware or drive-by download applications, viruses, worms, Trojan horses, corrupted files, unauthorized programs or similar programs that might harm data or computer systems, or may damage or render inoperable the corresponding software, hardware or security measures, or that interact with end users' browsers in any manner, it effects end users’ web navigation by error page redirections, hijacking, tabs redirection, creation of new tabs, or in any other manner; (iii) does not and will not interact with end users’ browsers in any manner including without limitation by the installation or offering of any toolbars or toolbar applications, advertising texts, coupons, intext, ad injections, search enhancement and data exchange modules or price comparison applications; (iv) does not and will not engage in any fraudulent activity, including without limitation any of the following: (1) fictitious downloads or installations; (2) automated and/or fraudulent clicks; (3) malware; or (4) violating any applicable law prohibiting “spam” or other electronic messages; (v) does not infringe patents, copyrights, trade secrets or other third-party industrial or intellectual property rights; (vi) breach any type of law or regulation, whether international, community, state, regional or municipal, which may be applicable (including regulations on consumer protection, product liability, or tort); or (vii) otherwise contain material which may have an adverse effect on JARVIS, its advertisers, network, licensors, agents, or end users/viewers.
    5. JARVIS is committed, in accordance with its zero-tolerance policy for bribery and corruption (the Anti Bribery and Corruption Policy), to ensure that all JARVIS’s activities and the activities of all of JARVIS’s advertisers, publishers, affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, Publisher undertakes, in performing its activities under this Agreement, to comply with all applicable laws related to the fight against bribery and corruption and SHALL NOT OFFER, PROMISE, GIVE, AUTHORIZE, SOLICIT OR ACCEPT ANY UNDUE AMOUNT OR OTHER ADVANTAGE related to any prospective leads, impressions, clicks, acquisitions, installations, views, registrations, or payments made under this Agreement or otherwise. JARVIS shall immediately terminate this Agreement if it determines, in its sole discretion, that any of Publisher’s activities do not fully comply with JARVIS’ Anti Bribery and Corruption Policy.
    6. Additionally, JARVIS is committed, in accordance with its zero-tolerance policy for money laundering and terrorism financing, to ensure that funds related to, or derived form, JARVIS’ activities are not derived from criminal activity or other non-legal or non-legitimate means. Accordingly, Publisher hereby declares that it is also committed to preventing money laundering by having proportionate and effective anti-money laundering systems and processes in place. JARVIS shall immediately terminate this Agreement if it determines, in its sole discretion, that any of Publisher’s activities do not fully comply with JARVIS’ Policy to prevent money laundering and terrorism financing.
  8. NO WARRANTY

    1. SERVICES ARE MADE AVAILABLE TO PUBLISHER ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESSED OR IMPLIED, OF ANY KIND INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. ALTHOUGH JARVIS WILL MAKE REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THE RELEVANT ADS ARE SERVED TO END USERS VISITING PUBLISHER’S SITES, PUBLISHER UNDERSTANDS AND AGREES THAT SUCH PROCESS IS BEING AFFECTED BY AUTOMATED MEANS, AND JARVIS IS NOT RESPONSIBLE FOR, NOR DOES IT GIVE ANY WARRANTY OR REPRESENTATION AS TO THE OUTCOME OF SUCH PROCESS. JARVIS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR THE OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET PUBLISHER’S NEEDS. JARVIS EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THIRD PARTY, OR THEIR PRODUCTS OR SERVICES.
    2. Therefore, to the extent permitted by law, JARVIS shall not be liable vis-à-vis Publisher FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE INSERTION CODES, ADS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND.
    3. Additionally (i) JARVIS does not represent or warrant that the information on the Insertion Codes, Ads, websites and/or mobile sites they link to are accurate, complete, current or error-free, or comply with all applicable regulations (although JARVIS requires its advertisers and clients that Insertion Codes and Ads content, and any website, application or destination they derive to, comply with the terms of clause 3 above) ; and (ii) Publisher declares and acknowledges that (1) any defects in the operation or functionality of the Insertion Codes, Ads or websites they link to may not be corrected; and (2) Publisher is solely responsible for any losses, damages, expenses, liabilities, etc. (including loss of data) arising from the use of the Insertion Codes.
  9. DURATION AND CANCELLATION

    1. The Agreement between the Parties shall be indefinite and shall come into force on the date the relevant IO is executed by both Parties. Either Party may terminate the Agreement, or may cancel or suspend a Campaign by giving the other Party two (2) working days’ prior written notice.
    2. Either Party, acting in good faith, may withdraw a specific Campaign without having to provide prior notice to the other Party for legal reasons or in the event of a third-party claim which may cause damages. In addition, JARVIS may stop or pause a specific Campaign at any time without any need to provide prior notice to Publisher if the Campaign is not generating expected trade or yield levels, or if it suspects that fraudulent activity is carried out regarding the same. Without detriment to the rights of termination and cancellation regulated in the Agreement, the Parties shall comply with their respective obligations regarding Campaigns which are under way up to the moment of their conclusion.
    3. Upon termination or cancellation of a specific Campaign Publisher will immediately cease all use of the Insertion Code, and delete the related Ads. Actions performed after the effective termination or cancellation of a Campaign as per the terms established in this clause, will not be paid.
    4. Clauses 7 (PARTIES REPRESENTATIONS), 8 (NO WARRANTY), 10 (LIMITATION OF LIABILITY) 11 (INDEMNITY FOR DAMAGES), 12 (CONFIDENTIALITY) 13 (DATA PROTECTION) and 14 (MISCELLANEOUS) shall remain in force after the termination of the Agreement.
  10. LIMITATION OF LIABILITY

    1. (i) Time Limitation. No action arising under or relating to this Agreement, regardless of its form, may be brought by Publisher more than two (2) months after the cause of action has occurred and in any event no later than two (2) months after the termination of this Agreement. JARVIS will not be liable for actions brought after this time limitation.
    2. (ii) Actions that may entail liability. JARVIS will only be liable in case of (a) JARVIS’ direct material breach of the Agreement not remedied within fifteen (15) business days upon Publishers written notification to this effect, or (b) wilful, unlawful or malicious acts (or omissions) committed directly by JARVIS.
    3. (iii) Damages. JARVIS’ liability will be limited to DIRECT damages, losses, costs, liabilities, fines or penalties suffered by Publisher. In no event JARVIS will be liable vis-à-vis Publisher for the results of a specific Campaign, or for any indirect, incidental or consequential damage of any type (including but not limited to loss profits, revenues or data, business interruption, or loss of goodwill, clients or reputation).
    4. (iv) Amount limitation. TO THE EXTENT PERMITTED BY LAW, THE TOTAL AND MAXIMUM AGGREGATE LIABILITY OF JARVIS ARISING FROM THE AGREEMENT FOR ALL CLAIMS (REGARDLESS THE FORM OF ACTION) WILL BE LIMITED TO ONE MONTH AVERAGE FEE (WHICH SHALL BE DETERMINED BASED ON THE FEES ACTUALLY PAID BY JARVIS TO PUBLISHER FOR THE LAST THREE BILLED MONTHS, PRIOR TO THE DATE THE CLAIM TAKES PLACE).
    5. (v) Claimant. In no event JARVIS will be liable towards third parties different form Publisher.
    6. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL TO THE ENTERING INTO THIS AGREEMENT BY JARVIS. PUBLISHER DECLARES, ACKNOWLEDGES AND ACCEPTS THAT IT IS FAIR AND REASONABLE FOR JARVIS TO RELY ON THE FOREGOING LIMITATIONS.
  11. INDEMNITY FOR DAMAGES

    1. Publisher agrees to defend, indemnify and hold harmless JARVIS and each of its advertisers and their respective, directors, officers, shareholders, employees and representatives from and against any and all damage, injury, liability, costs and expense (including reasonable attorneys’ fees) or other claim, whether or not involving a third party claim, related to (i) claims arising from the Publisher’s activities in relation to the Agreement, including, by way of illustration and not limited to, claims arising from the use by Publisher of third-party rights without the relevant authorization, or use of the Sites for promoting a Campaign; (ii) the management, publication, display or distribution of the Ads, Campaigns or other publicity messages or marketing materials on the Sites (including claims for defamation; breach of confidentiality agreements; violation of privacy; false, deceptive or misleading publicity or bad sales practices; non-fulfilling of consumers or end users rights; or failure to comply with representations made in any Sites or other materials and/or any other content, products or services, linked to, or from, the Sites); (iii) wilful, unlawful, negligent or malicious acts (or omissions) committed by Publisher (or its end publishers or affiliates); (iv) Publisher’s (or its publishers and/or affiliates) breach of the terms of the Agreement or the failure to perform any obligation undertaken in the Agreement.
    2. In addition to any other rights and remedies available to JARVIS under the Agreement or the applicable law, until full indemnification, JARVIS shall have the right to withhold and freeze any unpaid amount for Services.
    3. JARVIS reserves the right to disclose Publisher’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Publisher’s actions.
  12. CONFIDENTIALITY

    1. The Parties agree that they shall not disclose to third parties and shall keep strictly confidential (i) any information or material in connection with the Agreement (including information contained in the IO and the Particular Terms agreed, and specifically including pricing terms); (ii) any information or material provided by the other Party, its Account Manager, employees or collaborators during the course of the commercial relationship between the Parties, save for to the extent required in order to execute the Services described herein (i.e. Insertion, Codes, Ads, marketing material or other contents regarding a particular Campaign) or in the event such information is required by a competent tribunal or authority. In particular, the Parties shall adopt the necessary safety measures and procedures to protect the confidential nature of said information, in accordance with laws regulating intellectual property and protection of personal data.
    2. These obligations shall remain in force indefinitely even after the commercial relationship between the Parties has terminated.
  13. DATA PROTECTION AND PRIVACY POLICY

    1. Each of the Parties hereby represents and warrants it is in compliance with the Data Protection regulations applicable to the same (including EU regulations in force on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), and that it has complied with all the terms, requirements, proceedings and regulations required to collect personal data (by whatever means), taking into account the foreseen use of the same.
    2. Publisher acknowledges and accepts that all personal data contained in the relevant IO or submitted in relation to the Agreement will be incorporated on a file owned by JARVIS GROUP, created with the aim to carry out the contractual relationship between the Parties, as well as to provide commercial information to Publisher (by any means available, including by web-based technology), in order to complement the commercialized JARVIS’ activity. JARVIS informs the Publisher of its rights of access, rectification, cancellation and opposition. Publisher is entitled to exercise any of these rights, by means to written notification to the following email address: data@jarvisdigital.io.
    3. In the event that JARVIS should have access to personal data derived from the provision of the Services by Publisher, it shall do so in its capacity as the “person processing of the personal data” in accordance with the provisions of Section 12 of the Framework Personal Data Protection Act 15/1999, of 13 December 1999, and Sections 20 et seq. of Royal Decree 1720/2007, of 21 December 2007, which passed the regulations implemented under the aforementioned Framework Personal Data Protection Act 15/1999 and other applicable laws. JARVIS shall only process the personal data which it has access to in accordance with the instructions given by the Publisher, and shall not apply or use such data for any purpose other than that established in the Agreement, and shall not notify other persons of such data, not even for their safekeeping. Publisher shall be the only Party which shall decide on the purpose and use of the data which JARVIS has access to.
  14. MISCELLANEOUS

    1. License. Publisher agrees that JARVIS may include Publisher’s name (including any trade name, trademark, service mark and logo) on JARVIS’ publishers’ list and in its marketing materials and sales presentations and provide JARVIS with the license to use its trade names, trademarks, service marks and logo for the purpose hereof.
    2. Non-Exclusivity. The Parties relationship derived from the Agreement is established on non-exclusive basis.
    3. Assignment. Save for if expressly authorized by JARVIS, Publisher will not be entitled to assign all or part of its obligations or services arising from the Agreement. JARVIS may assign or subcontract all or part of its obligations arising from the Agreement without need of the Publisher’s consent.
    4. Commercial Nature of the Relationship. The relationship which is established between the Parties by virtue of the Agreement, is a commercial relationship to all effects. JARVIS and the Publisher are independent Parties and they shall act in this capacity at all times, and nothing contained in the Agreement, nor any action taken by any Party in the execution of the same, shall be deemed to constitute either Party (or any of such Party's employees, agents or representatives) an employee, or legal representative of the other Party, nor to create any joint venture, association, syndication or any other type of relationship between them. The Parties shall each be separately liable for any corporate, tax, employment or other type of obligations arising from their commercial and economic activities.
    5. Entire Agreement. The Terms and Conditions, the IO, and the Particular Terms (the Agreement) constitute the Parties’ entire agreement with respect to the subject matter hereof, and replace, annul and supersede any other agreements or documents of the Parties (including the Publisher’s general terms and conditions) in relation thereto. In the event of any difference between the stipulations of the Terms and Conditions and those of the IO, the stipulations of the latter shall prevail. In the event of any difference between the stipulations of the Particular Terms and those included in the Terms and Conditions or the IO, the stipulations of these latter shall prevail.
    6. JARVIS reserves the right to modify, from time to time and in its sole discretion these Terms and Conditions. In case of modification of these Terms and Conditions, JARVIS will communicate said modification to Publisher. The notified modification shall be deemed accepted by the Publisher provided that Publisher does not communicate in writing to JARVIS its disagreement within a period not exceeding five (5) days. In case Publisher communicates its disagreement, JARVIS will be entitled either to terminate the Agreement, or to maintain the unmodified Terms and Conditions for Publisher.
    7. Notices. Any notices or requests related to the Agreement shall be made to the contact persons and addresses indicated in the corresponding IO (as amended as the case may be, by written notification). Notices may be made by any lawful means which allows for the receipt and contents thereof to be recorded (including by email and fax). Any such notice will be deemed to have been received on the same business day if sent by during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day.
    8. Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
    9. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
    10. Force Majeure. Neither Party shall have any liability for any failures or delays in performance of the Agreement arising from force majeure events beyond their control. Force majeure events include, but are not limited to, natural disasters, governmental actions, regulatory actions or restrictions, sanctions, wars, terrorist acts, etc.
    11. Governing Law and Jurisdiction. The Agreement between the Parties is governed by and interpreted (without giving effect to conflict of laws principles) in accordance with the Spanish law.
    12. The Parties expressly submit any disputes arising in connection with the validity, interpretation or performance of the Agreement, to the jurisdiction of the courts of the city of Barcelona, waiving any other jurisdiction which may correspond to them.