1. About This Terms of Service
The Impactify Terms of Service is a contract in electronic form (“Agreement”) between you (“Publisher,” “you,” “your,” and “yourself”) and Impactify, 26-28 rue Edward Steichen L-2540 Luxembourg (“Impactify,” “we,” “us,” and “our”). It constitutes the terms and conditions for your use of the Impactify services (“Services”).
Among these Services, Impactify offers floating fixed formats (“Impactify Formats”), that can be understood as formats that stay fixed on scroll on the screen for the users.
The Impactify Services allows you, as a publisher, to offer and sell elements of a website or application that you designate for placement of ads to any advertiser, demand side platform or advertising network (“Advertisers”). Advertisers may display and serve their ads (“Ad(s)”) on Inventory made available via your websites and applications (“Website(s)”).
By using the Services or registering with us, you are agreeing to the Terms of Service and may use our Services as long as you comply with the Terms of Service.
2. Access to the Services
Your use of the Services is subject to your creation and our approval of an Impactify account (an “Account”). We have the right to refuse or limit your access to the Services. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account.
Once the sign-up request has been sent, Impactify will verify that your Website is eligible to access our Services. We reserve the right to refuse access to our Services to any Website that does not fulfill our conditions, or that isn’t deemed likely, based on its marketing policies, to interest Advertisers. You will receive an email once your Account is approved. Confirmation of a sign-up in no way constitutes any form of approval or validation of the Website’s editorial content.
Once your Website has been approved, you will have direct access to tags in your Account that enable you to benefit from our Services. These tags have to be implemented on your Website to allow Ads to be aired.
3. Using our Services
You may use our Services only as permitted by this Agreement and any applicable laws. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide.
Impactify reserves the right to refuse Websites that do not respect its audience and editorial quality criteria, in its sole discretion.
Impactify will refuse Websites that publish content, or links to content, that are:
- (i) Pornographic, sexually explicit, or violent,
- (ii) Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another),
- (iii) Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous,
- (iv) Abusive, defamatory, racist, xenophobic, negationist nature, which could affecting the honor or the reputation of others, inciting to discrimination and racial hatred,
- (v) Inciting to commit an offense, a crime, a terrorist attack or paying a tribute to war crimes and humanity crimes,
- (vi) Breaches another’s privacy,
- (vii) Allowing people or third parties to provide or obtain directly or indirectly hacked softwares that would infringe the rights of others and the safety of people and goods.
5. Changes to our Services and to the Agreement
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether. At any time, this Agreement can be subject to changes that will be directly published on this page. Changes will not apply retroactively and generally will become effective after they are posted.
You shall entrust the exclusivity of marketing through Real Time Bidding (RTB) of your floating fixed formats inventory to Impactify for the entire duration of contractual relationships. You agree to constantly place the ad tag of Impactify on your websites during all the duration of contractual relationships. You have the possibility to sell ads on Impactify Formats on your websites directly on programmatic sales mode in the context of the “PMP” technological offer proposed by Impactify.
You stay free to monetize your other video formats directly or through your own ad network.
Nevertheless, you have the possibility to set up passback tags coming from other sources, whose marketing mode does not fall under RTB, in order to market the remaining inventory not monetized by Impactify.
You will receive a payment for the applicable amounts determined by us for each Ad impression served on any of your Websites within 60 days after the end of each month in which the Ad impressions were served, subject to our prior receipt of valid payment and tax information. Notwithstanding the foregoing, if the amount accrued for the applicable month is less than $100 (USD), payment will be deferred until the month in which the cumulative balance owed to you exceeds $100 (USD).
You expressly accept, for the duration of the business relationship, the principle of self-billing, meaning that you authorize Impactify to issue an invoice in your name and on your behalf, whenever your Account balance shows a credit of $100 (USD) or more. Each invoice is accessible online on your Impactify Account. You will be informed by email whenever an invoice is available for viewing on your Account. Invoices may be disputed within 15 days of their issue. Otherwise they will be deemed in compliant and will be binding on the parties.
You expressly accept that payments will only be made by Impactify after we have been paid by Advertisers. Payments to you may be withheld or adjusted to reflect and to exclude any amounts refunded or credited to Advertisers and any amounts arising from invalid activity, as determined by Impactify in its sole discretion. Invalid activity is determined by Impactify in all cases and includes, but is not limited to,
- (i) spam, invalid queries, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control;
- (ii) clicks solicited or impressions generated by payment of money, false representation, or requests for end users to click on Ads or take other actions;
- (iv) clicks or impressions co-mingled with a significant amount of the activity described in (i, ii, and iii) above.
To ensure proper payment, you are responsible for providing and maintaining accurate contact, payment and tax information in your Account. You are responsible for any charges assessed by your bank or payment provider.
As between you and Impactify, Impactify is responsible for all taxes (if any) associated with the transactions between Impactify and Advertisers in connection with Ads displayed on your Websites. You are responsible for all taxes (if any) associated with the Services, other than taxes based on Impactify’s net income. All payments to you from Impactify in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.
9. Intellectual Property; Brand Features
Other than as set out expressly in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
If Impactify provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Impactify, in the manner permitted by the Agreement. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure, or alter Impactify’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Impactify services, software, or documentation.
We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.
Each Party agrees to comply with all relevant and applicable privacy policies, laws and regulations, including but not limited to General Data Protection Regulation or “GDPR” or Directive 95/46/EC, the Data Protection Act 1998 and the Electronic Communications (EC Directive) Regulations 2003, the Children’s Online Privacy Protection Act of 6 1998 (“COPPA”), regulations, industry self-regulation, and third-party rights in connection with the Services and our use of anonymous visit information (including unique user IDs) for interest-based advertising, as they may change from time to time (“Applicable Privacy Regulations”).
Impactify is responsible for the Impactify Personal Data. For the processing of Impactify Personal Data by Impactify is the sole Controller.
Publisher is responsible for Publisher Data and has to determine if and when it is a Controller for such Publisher Data where it contains User Personal Data, and Publisher is responsible for determining and meeting its rights and obligations with regard to handling such User Personal Data.
For the processing of User Personal Data, Publisher is the sole Controller and Impactify is a Processor.
You undertake to cooperate with Impactify in order to guarantee compliance with the obligations regarding the security of the User Personal Data, the notification of a violation of User Personal Data, the communication of the breach to the persons concerned, the setting implementation of an impact assessment and, where appropriate, prior consultation of the competent supervisory authority. You further undertakes to make your best efforts to help Impactify fulfill its obligation to respond to requests for access, rectification, deletion, limitation of treatment or opposition to treatment received by you or by Impactify in connection with the execution of the Terms.
You agree not to disclose Impactify Confidential Information without our prior written consent. “Impactify Confidential Information” includes:
- (i) all Impactify software, technology and documentation relating to the Services;
- (ii) click-through rates or other statistics relating to your Websites performance as pertaining to the Services;
- (iii) the existence of, and information about, beta features in a Service; and
- (iv) any other information made available by Impactify that is marked confidential or would normally be considered confidential under the circumstances in which it is presented.
Impactify Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party.
12. Duration and Termination
The Terms of Service come into effect as of your acceptance once you signed up on the Impactify platform and this for a duration of one year.
These Terms will be renewed each year by tacit agreement for a similar period of one year. Otherwise, if you do not wish to reconduct the Terms of Service, you should inform Impactify by sending a registered letter with recorded delivery at least one month before the end of the period of renewal. The termination will be efficient at the end of the month of the renewal period following reception of the registered letter.
If you terminate your Account and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid.
If Impactify signed contracts with Advertisers serving Ads on your Website for a period beyond the date of termination, you will allow Impactify to keep serving these Ads on your Website for a maximal period of 90 days from the date of termination. In that event, the terms of this Agreement, including payment arrangements, will continue to apply after termination and until the end of the serving of these Ads.
Impactify may at any time terminate your Account, or suspend or terminate the participation of any Website in the Services for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your Account. If you breach the Agreement or Impactify suspends or terminates your Account, you
- (i) will not be allowed to create a new Account, and
- (ii) may not be permitted to monetize content on other Impactify products.
You agree to indemnify and defend Impactify, its affiliates, agents, and Advertisers from and against any and all third-party claims and liabilities arising out of or related to your Websites, including any content served on your Websites that is not provided by Impactify, your use of the Services, or your breach of any term of the Agreement.
14. Representations; Warranties; Disclaimers
You represent and warrant that
- (i) you have full power and authority to enter into the Agreement;
- (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Website;
- (iii) you are the technical and editorial decision maker in relation to each Website on which the Services are implemented and that you have control over the way in which the Services are implemented on each Website;
- (iv) Impactify has never previously terminated or otherwise disabled an Impactify Account created by you due to your breach of the Agreement or due to invalid activity;
- (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and
- (vi) all of the information provided by you to Impactify is correct and current.
Other than as expressly set out in the Agreement, we do not make any promises about the Services. For example, we don’t make any commitments about the content within the Services, the specific function of the Services or their profitability or availability. We provide each service “as is”.
To the extent permitted by law, we exclude all warranties, express, statutory or implied. We expressly disclaim the warranties or conditions of noninfringement, merchantability, and fitness for a particular purpose.
You agree to ensure that the content of your Website remains in compliance with applicable laws and regulations. You agree to hold harmless and indemnify Impactify, from any and all liability arising out of any breach of law by you. You agree to update any information concerning you, your Website or your company on your Account in order for Impactify to correctly edit Invoices.
You will not assign or transfer any rights or obligations under this Agreement without our prior written consent. The Services may be assigned by each party to a third party acquiring shares or activity of the transferring party through corporate sale, acquisition or merger. It is also understood that the Assignment could be assigned by Impactify to one of its affiliated companies. In addition, you warrant that any third party acquiring the rights on your Website shall be subrogated to the customer’s claim under this Agreement and that you will indemnify Impactify from all costs, damages and prejudices as a result of your failure of the subrogation by the third party.
15. Limitation of Liability
You acknowledge that the ads served by Impactify under this Agreement were not created by Impactify and we will not be responsible or liable for these Ads.
Impactify shall not be liable for any loss, costs or damage suffered by the customer or any third party, whether directly or indirectly, for using the Services. Impactify disclaims any and all liability for direct or indirect damages caused by loss of data or the accidental spread of viruses, malfunctions on the publisher’s website due to the insertion of advertisement tags, or unlawful conduct. Impactify disclaims any and all liability for any shortfall and deficiencies.
To the extent permitted by law, except for any indemnification obligations hereunder or your breach of any intellectual property rights, confidentiality obligations and/or proprietary interests relating to the Agreement,
- (i) in no event shall either party be liable under the Agreement for any consequential, special, indirect, exemplary, or punitive damages whether in contract, tort or any other theory, even if such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy, and
- (ii) each party’s aggregate liability under the Agreement is limited to the net amount received and retained by that particular party in connection with this Agreement during the three month period immediately preceding the date of the claim. Each party acknowledges that the other party has entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
16. The integrality of the Terms of Service
Unless otherwise stipulated in an amendment agreed by the parties, the current Terms of Service constitute the entire agreement between the parties regarding the use of the Services and revoke and stand in place of any prior written or verbal agreement of the same nature that may have been made between the Parties.
These Terms of Service is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject.
Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership, or joint venture.
No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.
No Waiver. The failure of either party to enforce any provision of the Agreement will not constitute a waiver.
Severability. If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect.
Governing Law; Venue. This Agreement and, more generally, dealings between Impactify and you are governed by the laws of Luxembourg. The courts and tribunals of Luxembourg are the only ones with jurisdiction over any dispute between you or a third party and Impactify. In any event, any party with a dispute or complaint against Impactify shall notify Impactify in an effort to first reach a reasonable settlement. Only when such an effort proves unsuccessful may a legal resolution ultimately be sought.
Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
Impactify SARL – 26-28 rue Edward Steichen L-2540 Luxembourg – LUXEMBOURG – RCS B217585