General Terms and Conditions for Merchants
for Advertising and Trade Marketing Purposes
Effective Date: July 20th, 2020
Blu Vela SA is a technological company active in the field of new technologies, digital marketing and new forms of advertising and multimedia communication, which exploit technologies and infrastructures such as the blockchain to create new experiences and forms of communication and sharing between brands and consumers.
Blu Vela SA has designed and developed the AD: VANTAGE platform (“Platform”) and the related Internet sites: www.advn.app, www.advn.shop, www.advn.market, www.advn.business, and Mobile Applications for Android and iOS (“Mobile App”, “App”) dedicated for Customers (“App”) and Mobile Applications for Android and iOS (“Mobile App”, “App”) dedicated for Merchants (“POS App”), which aims to interconnect the brands and retailers with consumers through innovative forms of advertising and commercial communication and trading relating to the world of business to customers products.
This AD:VANTAGE General Terms and Conditions for Business Customers (“Terms”) apply to Producers and Retailers (“Merchants”) access to and use of Services (as defined in below) provided by Blu Vela SA, a Switzerland company (“Company” or “BV” or “AD:VANTAGE”). By accessing to Platform or using Company’s Services, Merchants agrees to these Terms. If Merchant does not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16, it can not access or use Company’s Services. The Terms and conditions apply to all Services Company deliver to Merchant entered into after the Effective Date above, and may be updated from time to time.
If Merchant has any questions about these Terms, it can contact Company at: firstname.lastname@example.org
Company and Merchant agree as follows:
These Terms govern the services (the “Services”) that Company makes available to Merchants who establish a Merchants’ Account with Company, including the ability to promote its products, integrate their own e-commerce or sell their products online by Companies portal: www.advn.shop and obtain related services through the Platform.
2. Representations and Warranties; Compliance with Laws
Merchant represents, warrants and covenants that (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) its performance of this Agreement will not violate any contracts with third parties; (c) all materials and digital files submitted to Company as CTA Content do not contain any computer viruses or other damaging code; (d) all CTA Content and campaigns do not violate any rights of any third parties, including but not limited to copyright, trademark, patents, trade secrets, right to privacy, right of publicity (“Intellectual Property Rights”), and civil rights; and (e) it is familiar with and all CTA Content and campaigns comply with all applicable laws, regulations, and industry guidelines. By way of emphasis, Merchant represents and warrants that it has obtained all necessary consents and releases before submitting content and products, and all statements and direct and indirect claims made in each content and products are accurate and true and supported by competent and reliable substantiation.
3. Platform Mechanism
Basic mechanism of Platform works in the way where AD:VANTAGE rewards for certain actions and engagement they perform on the Platform.
Without limiting the foregoing, actions which could include rewards are: watching a video, refer other Customers and Merchants and specially buying Merchants products and services through Merchants’ stores or e-commerce or by Companies e-commerce: www.advn.shop.
Moment where Customer Complete with success Action is called Action Threshold (“Threshold”).
AD:VANTAGE choose reward for the Customer who reach Action Threshold.
Reward is presented in the number of ADVN Coins which Customer would receive in the moment of Threshold.
ADVN Coin is cryptocurrency based on AD:VANTAGE blockchain.
Platform would send ADVN Coins to Customer’s ADVN Wallet as Reward for Threshold.
4. Merchant Features
4.2. Merchant Features
Merchant Features is the set of features on the Platform dedicated to perform interaction between Merchants and Customers.
Merchant features includes:
- Merchant account in AD:VANTAGE back office. Account is controlled by AD:VANTAGE and it allows collecting and storing data connected with performance Merchant is doing on the Platform,
- Merchant ADVN POS Application – it is AD:VANTAGE mobile application for Android and iOS dedicated for registration of transaction made by Customers in Merchant physical stores,
- Affiliate marketing system for Merchant’s e-commerce – feature dedicated to follow orders made by Customers on Merchant’s e-commerce,
- Product inserting module for AD:VANTAGE e-commerce – feature which allows Merchant sell its own products through e-commerce site: www.advn.shop
- Advertising back office – special advertising channel which allows inserting and publishing promotional videos from Merchant,
- AD:VANTAGE wallet dedicated to Merchant Promotion – Wallet is a decentralised Crypto Wallet on AD:VANTAGE blockchain where AD:VANTAGE deposits ADVN coins dedicated for Customers rewards in connection with engagement and interaction with Merchant.
4.2. Merchant account Activation
Merchant can request to establish and activate its Account on the Platform by Company’s internet site www.advn.app/merchants or directly: https://merchants.advn.app. Company will process these requests at discretion. If Merchant is enabled for activation, Merchant will need to provide to Company all necessary information to establish a Merchant Account (“Account Information”), including Merchant’s business name, address, tax number, contact phone, e-mail, web, facebook page. Company may ask for additional Account Information at Company’s discretion. The Account Information Merchant provides must be true and accurate. Merchant must promptly inform Company whenever Merchant Information change.
When Company activates Merchant Features, Company may provide Merchant with information related to the Services which is confidential. Merchant have confidentiality obligations with respect to this information and these obligations are described in Section 10.
If Merchant discovers or suspects that someone has abused Merchant Features it is obligated to inform Company without any delay. If Merchant permits others to interact with Merchant Features, Merchant is responsible for the activities of such people.
If Merchant wishes to delete or deactivate Merchant Account, Merchant may do so according to Section 16, but note that Company may retain certain information as permitted by law, regulation or court order.
5. Advertising Content
5.1. Responsibility for the Content
Merchant alone is responsible for the Content submitted to the Platform to be used as advertising of its products and services. Merchant must ensure that Merchant’s Content is truthful, not misleading, comply with all applicable laws, and, when appropriate, backed by scientific evidence.
5.2 Rights for publishing the Content
Merchant grants a non-exclusive, worldwide, royalty-free license to Company to reproduce, distribute, publicly display, and modify (as needed for display on the Platform) Merchant’s Content for the purpose of displaying Merchant’s products and services via the Platform and otherwise providing the Services to Merchant under these Terms.
5.3 Rejection and Alteration of CTA Content
To ensure the integrity of Company’s publications and for the benefit of Company’s Customers and Merchants, Company reserves the right to revise, reclassify, edit or reject any Content or any portion thereof at any time. Company at all times reserves the right to refuse to publish any video, photo or text or other content for any reason and regardless of whether any such Content was previously accepted by Company.
Company reserves the right to alter any CTA Content in order for the material to conform to Company’s current technical specifications.
5.4 Content Position Requests
Content placement or location on the Platform is not guaranteed. Any specific CTA Content placement condition shall not be legally binding upon Company but will be treated as a request only and Company shall not be deemed in breach of this Agreement if it does not publish or distribute a Content in a requested position.
6. Merchant’s in-store or e-commerce selling
6.1 Selling by Merchant’s stores
Merchant is responsible to allow Customers to register all their purchases in all of its stores.
Registration of Customers’ purchases is done by AD:VANTAGE Point-Of-Sale Application for Merchants (“ADVN POS App”).
The process of registration has 5 steps:
- Customer orders and pays their purchase in Merchant’s stores with any payment method allowed by Merchant (cash, credit cards, checks etc),
- Cashier makes their login in POS App
- Cashier inserts full amount of the Invoice in POS App,
- Customer scans QR shown on the POS App screen
- Cashier inserts invoice number in POS App and closes transaction.
Any transaction registered by POS App is stored in Merchants account in AD:VANTAGE back office. Transaction includes: date, time, store name, cashiers name, amount, number of ADVN Coins distributed by Company as reward/threshold, first 10 alphanumeric symbols of Customers wallet.
6.2 Selling by Merchant’s e-commerce site
Merchant could activate its e-commerce on the Platform. In that case, Company will register all the purchases made by Customers on Merchant’s e-commerce site. Integration of Merchant’s e-commerce site will be done by Affiliate marketing script provided by Company. This “2 lines script” will be placed in <body> of Merchant’s “Thanks page” which is the last page of successful checkout by the Customers.
The process Customers purchase registration is automatised in that way and there is no need to perform any other action.
Any transaction registered by Affiliate marketing system is stored in Merchants account in AD:VANTAGE back office. Transaction includes: date, time, store name, amount, number of ADVN Coins distributed by Company as reward/threshold, first 10 alphanumeric symbols of Customers wallet.
6.3 Weekly report about selling in Merchant’s traditional stores and e-commerce site
Company will send report about all transaction made by Customers in Merchant’s stores or e-commerce site during the week, on each Monday for previous week. Report has a purpose of control by Merchant and billing performed by Company. Merchant could request report for any specific period, any store, cashier etc in any moment and Company will provide it next business day.
7. Selling by AD:VANTAGE e-commerce
7.1 Drop-shipping process
Merchant could choose to sell its products by AD:VANTAGE e-commerce site: www.advn.shop
Selling products by www.advn.shop is defined as drop-shipping. This means Company will not buy any product from the Merchant before it receives any order from the Customer.
After Customers purchase products from the Company by Company’s e-commerce site: www.advn.shop, Company will send its own order to the Merchant. This means that Company will invoice products to the Customers by sell-out price and Merchant will invoice products to the Company by sell-in price.
After receiving payment from the Company, Merchant will send products directly to the Customers based on delivery data received from the Company.
7.2. Submission of the list of Merchant’s products
Merchant will submit its list of products it would like to sell by AD:VANTAGE using special format provided by Company.
Merchant alone is responsible for the list of the products submitted to the Platform. Merchant must ensure that selling a product comply with all applicable laws for the market intended to be sold.
To ensure the integrity of Company’s e-commerce site and for the benefit of Company’s Customers and Merchants, Company reserves the right to revise, reclassify, edit or reject any list of the products or any product on the list at any time. Company at all times reserves the right to refuse to accept any product or list of the products for any reason and regardless of whether any such product of list of the products was previously accepted by Company.
7.3 Rights for selling the products from the list
Merchant grants a non-exclusive, worldwide, royalty-free license to Company to resell its products and services via the Platform under these Terms.
7.4. Products Position Requests
Product or list of the products or categories placement or location on the Platform is not guaranteed. Any specific placement condition shall not be legally binding upon Company but will be treated as a request only and Company shall not be deemed in breach of this Agreement if it does not publish or distribute products on requested position.
8. Financial Terms
8.1 Cost of Platform usage
Platform can be used by Merchant only under these Terms. The price of Platform usage consists of: Maintenance Fee and Upsale Bonus Fee for each of 3 Activation Plans: Monthly Subscription Plans, Annually Subscription Plans and Proactive Plan.
8.2 Maintenance Fee
- Monthly Subscription Plans – the plan where Merchant pays monthly Maintenance Fee each month:
- €49,00 up to 5 point of sale (brick-and-mortar stores) activation, or maximum 100 products sold by Merchant’s or Companies e-commerce,
- €89,00 more than 5 and less than 50 point of sale (brick-and-mortar stores) activation, or maximum 1.000 product sold by Merchant’s or Companies e-commerce,
- If merchant needs higher platform usage it will be agreed in separate way.
Merchant receives e-mail notifications about charging of its next monthly Maintenance Fee 5 days before and 2 days before its credit card will be charged. Merchant could cancel its subscription by clicking on the link CANCEL in those e-mail notification. If Merchants cancel its subscriptions by cancelling payment of Maintenance Fee the whole usage of the platform including the Recruitment Bonus will be blocked on the day when its actual Monthly Subscription expires.
- Annually Subscription Plans – the plan where Merchant pays Annually Maintenance Fee, each year.
- €360,00 up to 5 point of sale (brick-and-mortar stores) activation, or maximum 100 products sold by Merchant’s or Companies e-commerce,
- €720,00 more than 5 and less than 50 point of sale (brick-and-mortar stores) activation, or maximum 1.000 product sold by Merchant’s or Companies e-commerce,
Merchant will receive pre-invoice for its next annually Maintenance Fee 30 days before actual subscription expires. Merchant could cancel its subscription by sending e-mail to: email@example.com. If Merchants cancel its Annually subscriptions by cancelling payment of next Annual Maintenance Fee the whole usage of the platform including the Recruitment Bonus will be blocked on the day when its actual Annually Subscription expires.
- Proactive Plan – The plan where Merchant pays One-time Proactive Fee plus Monthly Maintenance Fee:
- €250,00 One-time Proactive Fee – which guarantees that Merchant will receive Recruitment Bonus even if it does not pay Monthly Maintenance Fee
- €49,00 Monthly Maintenance Fee for up to 100 point of sale (brick-and-mortar stores) or maximum 5.000 products sold by Merchant’s or Companies e-commerce.
Merchant will be exempt from the payment of 1 Monthly Maintenance Fee, in one of 3 cases:
- 1. For each 30 Customer Recruitment (new download of ADVN App),
- 2. For indication of each 5 other Potential Merchants ,
- 3. For each new Merchant Activated in AD:VANTAGE from the list indicated by the Merchants.
8.2.1 Recruitment Bonus
AD:VANTAGE will grant a status of Promoter to one person who represents Merchant and to all cashiers who have activated ADVN POS App. Promoter status will allow to business owner and cashiers to receive Affiliate Purchase Commission of 0,5% on any Purchase made by any Customer in any Affiliate Store in AD:VANTAGE if that Customer was Recruit by concrete Cashier in the Merchant Store. Customer is recruited by concert cashier in concert Merchant’s store if they have downloaded ADVN App and they have made the first checkout by the concrete Cashier ADVN POS APP.
8.3 Upsale Bonus Fee
8.3.1. Upsale Bonus Fee for sale made in Merchant’s traditional stores or by Merchants e-commerce
Merchant is obligated to pay Upsale Bonus Fee on each purchase made by any AD:VANTAGE Customers in Merchant’s store registered by use of ADVN POS APP or purchase made by AD:VANTAGE Customers on Merchant’s e-commerce site connected registered by AD:VANTAGE affiliate system.
Merchant choose Upsale Bonus Fee in the moment of registration between 3 options:
- Upsale bonus: 20%
- Upsale bonus: 10%
- Upsale bonus: 2% – only for grocery stores or gas stations or other stores which have received special permission from AD:VANTAGE
Merchant could change its Upsale bonus by sending email to AD:VANTAGE: firstname.lastname@example.org. Updated Upsale Bonus will be applied on first day of next month.
8.3.2. Upsale Bonus Fee for sale made on AD:VANTAGE e-commerce
In the case Merchant sell their products by AD:VANTAGE Shop (www.advn.shop) Company and Merchant will agree all sell-in and sell-out prices and Upsale Bonus Fee. In that case Merchant will not pay any other Upsale Bonus Fee as it is already calculated in differenze between sellin and sellout prices.
Upsale Bonus Fee is calculated on the base of Weekly report described in the article 6.3 of these Terms.
9. Payments and Disputes
9.1 Payment of Maintenance Fee
To keep its account active on the platform, Merchant is obligated to pay Maintenance fee in advance. If Merchant pays Maintenance fee with Monthly Subscription Plans then Company will try to charge its card up to 10 times during 20 days, until payment is done. If Merchant for any reason doesn’t provide payment of Maintenance Fee, Company will suspend its account immediately.
9.2. Payment of Upsale Bonus Fee
Company will prepare Weekly report with a list of all transactions registered by ADVN POS App or by Affiliate marketing system every Monday for previous week. Weekly report will be unique base for Upsale Bonus Fee Invoice issued by AD:VANTAGE to Merchant. Merchant needs to pay Upsale Bonus Fee Invoice in tree (3) days after they receive invoice from AD:VANTAGE.
9.3. Disputes of Upsale Bonus Fee
Merchant waives any dispute regarding any item included in Upsale Bonus Fee Invoice unless notice and amount of such dispute is provided to Company within tree (3) days of the Invoice date. Merchant needs to send such notices to email@example.com or to call the phone number dedicated for support on the Invoice.
9.4. Late Payment and Collections
Except for invoiced payments that Merchant has successfully disputed, Merchant shall be responsible for all costs incurred by Company in connection with the collection of any amounts owing hereunder, including without limitation, collection fees, court costs and reasonable attorneys’ fees.
9.5. Rate Changes
Company shall have the right to revise the Platform usage rates, including Maintanance Fee or Upsale Bonus Fee, set forth in this Agreement at any time upon notice to Merchant of such rates. Merchant may terminate this Agreement on the date the new rates become effective by giving written notice within 30 days of such termination.
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Merchant pursuant to this Agreement. Merchant shall be responsible for all such charges, costs and taxes and all amounts paid and payable by Company in discharge of the foregoing taxes. This provision shall survive the termination or expiration of this Agreement.
10. Payback Reward
10.1. Payback for sale made in Merchant’s traditional stores or by Merchants e-commerce
AD:VANTAGE will deliver Payback Reward to all of its Customers who have made purchase in Affiliate stores, Merchants’ e-commerce or AD:VANTAGE e-commerce.
Payback reward is calculated as 4 times Upsale Bonus chosen by the Merchant who has registered Customer’s transaction. For example, if Merchant has chosen 20% Upsale Bonus, AD:VANTAGE will deliver 80% Payback reward to any Customer who has made purchase in that affiliate store.
Payback will be delivered in ADVN Coins applying theoretical exchange rate of: €1,00 = 2 ADVN Coins.
Example: Merchant has chosen 20% Upsale Bonus and Customer has spent €100,00 in Merchant’s store. AD:VANTAGE will apply 80% Payback reward, which will be value of €80,00 transformed in 160,00 ADVN Coins (applying theoretical exchange rate of: €1,00 = 2 ADVN Coins).
AD:VANTAGE will promote Payback Bonus on each page dedicated a Merchant store in ADVN App, so, Customers will understand which Payback reward will received for any amount they spoend in Merchant Store.
10.2 Payback for sale made on AD:VANTAGE e-commerce
AD:VANTAGE will deliver Payback Reward to all of its Customers who have made purchase in the products on AD:VANTAGE e-commerce store.
Payback reward for each product is calculated as 4 times difference between sellout and sellin price in AD:VANTAGE e-commerce.
10.2 Payback Reward distribution
Payback Reward will be delivered to the Customer in 48 hours after Merchant has paid invoice for Upsale Bonus or in 48 hours after Customer has paid their order on AD:VANTAGE e-commerce.
Payback reward will be delivered on Customers ADVN Wallet in Customer’s ADVN App.
In the course of Merchant’s use of the Services, Company may disclose to Merchant information which Company considers confidential. Confidential information (“Confidential Information“) includes any information, details, facts, documents, messages, correspondence, or other material which:
- Company have not previously deliberately disclosed publicly;
- Company indicate is confidential at the time Company share it with Merchant;
- is marked as private, confidential, restricted, or with similar indicators; or
- Merchant should reasonably conclude Company intend to keep confidential.
Merchant agrees to use this Confidential Information solely for the purpose of exercising rights or fulfilling obligations under these Terms. Merchant also agrees to protect this Confidential Information and to keep it secret, using no less than the same degree of care that Merchant use when Merchant protect Merchant’s own similar confidential information, and in any event at least a reasonable degree of care.
In the event that Merchant receives a valid order from a court or other government body which legally compels Merchant to disclose any Confidential Information, Merchant agrees to make every lawful attempt to inform Company of the order and to assist Company in seeking to narrow the scope of the order, or obtain a protective measure to protect the secrecy of the Confidential Information. But if Merchant are legally prevented from informing Company or Company’s attempt to limit the scope of the order unsuccessful, then Merchant may disclose Confidential Information as specifically required by the order.
If Merchant cease to be an AD:VANTAGE Merchant, Merchant will promptly destroy all copies of Confidential Information in Merchant’s possession. But Merchant’s confidentiality obligations will persist so long as Merchant have access to or recall any Confidential Information.
12. Prohibited Conduct
While using or accessing Company’s Services, Merchant will not:
- (a) violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
- (b) engage in, encourage or promote any activity that violates these Terms;
- (c) attempt to circumvent any content-limiting techniques Company employ;
- (d) develop or use any non-Brave scripts or applications designed to scrape or extract data from the Services;
- (e) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Customers from utilising the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- (f) use the Services for benchmarking purposes or for the purpose of developing a competitive product; or
- (g) manipulate, or attempt to manipulate, the Services in any way.
In the course of using or accessing the Services, Merchant must not:
- (h) commit a criminal offence; violate any local, state, national, or international law; encourage others to do so; or provide instructions for doing so;
- (i) infringe any patent, trademark, trade secret, copyright, or other similar exclusive or proprietary right protected by law;
- (j) distribute malicious software or malformed data which is intended to or has the effect of disrupting the operation of other computer systems; or
- (k) take any action which poses, in Company’s sole judgment, a reasonable risk of exposing the Services or others to any harm or liability of any type..
Merchant shall defend, indemnify and hold harmless Company and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (Company and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of Merchant or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any content or any website linked to from a content; and any other claims of any nature arising from or attributable to the publication or distribution of any content.
14. Limitation of Liability
Except with respect to Merchant’s indemnification and confidentiality obligations, in no event will either party be liable to the other for any consequential, incidental, indirect, exemplary, special or punitive damages whatsoever (including damages for loss of use, revenue or profit, business interruption and loss of information), whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages. In no event shall Company be liable to Merchant for any amount greater than 10% of the amount paid by Merchant to Company under this Agreement.
PUBLISHER EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING ITS SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTY REGARDING (a) THE NUMBER OF PERSONS WHO WILL ACCESS ANY ONLINE ADVERTISEMENT, ON ANY PUBLISHER WEBSITE OR THE Merchant WEBSITE; (b) ANY BENEFIT Merchant MIGHT OBTAIN FROM ANY ADVERTISING; AND (c) THE SPEED, ACCESSIBILITY, OPERATION OR FUNCTIONALITY OF ANY ADVERTISING TO BE DISPLAYED ONLINE.
15. Merchant Represented by Agency
Agency’s representative represents and warrants that he or she has all necessary authority to enter into this Agreement on behalf of Agency. Agency represents and warrants that it has all necessary authority to enter into this Agreement on behalf of Merchant.
Any obligation of Merchant pursuant to this Agreement may be satisfied by an advertising/marketing or resell agency which has been duly appointed by Merchant to act on Merchant’s behalf (the “Agency”) and shall be deemed to be an obligation of Merchant and the Agency. Additionally, any right of Merchant pursuant to this Agreement may be exercised by the Agency, and shall be deemed to be a right of Merchant and the Agency. Collectively, the Merchant and Agency will be referred to as “Merchant.” Each shall be jointly and severally liable for the obligations of the other.
16. License to Content
Merchant grants Company a non-exclusive, perpetual, irrevocable and worldwide license to copy, store, display, print and distribute any and all Content provided by Merchant or its agents, including but not limited to photographs, artwork, text and graphics, in any media, presently known or unknown, including but not limited to Company’s electronic publications on the Internet and in any archival retrieval system whether that information is digitally stored or stored on any other media.
Company has no obligation to return any material (including Content) submitted to Company by or on behalf of Merchant to Merchant or any other party, and Company shall have no liability for its loss or destruction. Company and its service providers shall have the right to use any content published in or distributed by a Company publication for the purpose of promoting any of the products and services of Company or applicable service provider.
(a) Company shall have the right to terminate this Agreement at any time, with or without notice to Merchant, for Merchant’s failure to remit payment for Invoices by the due date of such bills. (b) Company reserves the right to review the volume of sales or advertising placed on a quarterly basis and to cancel the Agreement in its sole discretion if sale or advertising placed falls bellow 10% of the quarterly average volume from other Merchants in its industry in its region. Failure of Company to review the frequency of advertising or cancel the Agreement for any reason shall not be deemed a waiver of the right to cancel in the future or to impose any applicable rate adjustment. Merchant shall be liable for use of the Platform until its Merchant Features is active (d) Merchant shall have the right to terminate this Agreement at any time by written notice to Company. Merchant shall be liable for use of the Platform until its Merchant Features is active (e) Company shall have the right to terminate this Agreement for any reason and at any time by written notice to Merchant. Merchant shall be liable for use of the Platform until its Merchant Features is active.
18. Other Terms
18.1 Force Majeure
Except for payment obligations, neither party will be liable for failure to perform any obligation required under this Agreement when such failure is due to fire, flood, labor disputes or strikes, unavoidable accident, government action, legal restrictions, electronic or electrical interference, telecommunications difficulties, system failure, technical failure, equipment breakdown, failure of any third party system or product, or any other cause beyond the control of that party.
Merchant may not resell, assign, or transfer any of its rights or obligations under this Agreement without the prior written consent of Company. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted transferees, successors, and assigns. Company keeps right to resell, assigns, or transfer any of its rights or obligations under this Agreement to another company without the prior written consent of Merchant.
If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other provision.
18.4 Relationship of Parties
Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Company is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.
18.5 Governing Law & Venue
This Agreement, including all Order documents, and all matters arising out of or relating to this Agreement, is governed by, and construed in accordance with the substantive law (excluding choice of law provisions) of the state of the relevant publication. Both parties hereby consent to exclusive jurisdiction and venue of the state and federal courts in the county of the relevant publication.
18.6 Complete Agreement, Modification, and Waiver
This Agreement constitutes the final, complete, and exclusive statement of the terms of the Agreement between the parties with respect to all advertising and supersedes all prior and contemporaneous understandings or agreements of the parties, unless otherwise noted in this Agreement. This Agreement may be modified only by a written document signed by an authorised representative of both parties. Waiver of the terms of this Agreement by Company in any instance shall not prevent Company from subsequently enforcing any provision of this Agreement in accordance with its terms.
Sections 2 (Representations and Warranties; Compliance with Laws), 7.4 (Digital Ownership), 7.3 (Digital Collected Data Usage), 8.3 (Payments and Disputes), 8.5 (Taxes), 11 (Indemnification), 12 (Limitation of Liability), 13 (Merchant Represented by Agency), 14 (License to CTA Content), 9 (Confidentiality), 15 (Termination) and 16 (Other Terms) shall survive termination or expiration of this Agreement.