Instaon SPRL, a company incorporated in Belgium (company registration number 667685147) with registered office at Dottignies, Belgium (“Instaon” or “we”) will provide you with the Instaon Google Ads artificial intelligence optimization services as described in any Order agreed to by you (the “Services”) Each Order shall incorporate all of the terms and conditions of this Agreement, and is also incorporated herein by reference. To the extent any conflicts exist between this Agreement and an Order, the terms of this Agreement shall control unless expressly stated otherwise in the Order. Instaon’s obligations with respect to the Services are subject to Customer’s compliance with its payment and other obligations as set out herein. Customer acknowledges that its failure to satisfy such obligations may impact on Instaon’s delivery of the Services.
License and Ownership
Instaon hereby grants you a non-exclusive, non-transferable, limited, revocable right to use the Services during the term of your subscription as set out in an Order, solely for your own internal business purposes and subject to the terms and conditions of this Agreement. If your Order provided for a specific number of users, your license to use the Services is limited to the specified number of users. All rights not expressly granted to you are reserved by Instaon and its licensors. You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or any Instaon proprietarty technology used in the provision of the Services (including software, hardware, processes, know-how, algorithms, techniques, designs and other tangible or intangible technical material or information) (the “Instaon Technology”); (ii) modify or make derivative works based upon the Services or Instaon Technology; (iii) embed the Services as a "iframe" or "frame" from within another application; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Services, or (c) copy any ideas, features, functions or graphics of the Services. You may use the Services only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein, or Instaon’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Services or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Instaon’s infrastructure. Instaon shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances. You acknowledge and agree the Services cannot be shared or used by more than one individual unless (and solely to the extent that) the Order allows for sharing within your internal organization. The proper assignment of username and passwords for the Service and adherence to all terms of this Agreement and Order are your responsibility. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual. Instaon alone (and its licensors, where applicable) shall own all copyright, trade marks, patents, service marks, trade names, rights in know-how, database rights, design rights and other intellectual property rights or equivalent forms of protection, of whatever nature arising anywhere in the world, whether registered or unregistered and including applications for the grant of such rights (“Intellectual Property Rights”) in and to the Services and the Instaon Technology and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services, and any aggregated metrics, data and trends compiled by Instaon. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services or the Instaon Technology.
You are solely responsible for all text, logos and images (“Customer Content”), all advertisements and any website reachable from the advertisements generated using the Services. You hereby represent that (i) you have all necessary rights to publish the Customer Content and create or have created advertisements, (ii) any Customer Content you provide is and shall be accurate, complete and current, and (iii) all Customer Content complies with the requirements set forth by Google, Microsoft, Facebook and any other ad network (collectively, the “Ad Networks”) on their respective websites with respect to the Google Ads, Microsoft adCenter, Facebook Ads and similar programs (collectively, the “Ad Network Programs”), including the trademark policies, editorial guidelines and creative limitations posted therein, and including such other websites and programs as may be included in the Services from time to time. You hereby authorize Instaon to allow Customer Content and advertisements to be published throughout the network of advertising channels operated by the Ad Networks and any other company network included in the Services from time to time, and their network of participating websites and other distribution outlets. You further represent, warrant and covenant to Instaon and its suppliers that (a) at all times you shall comply with all applicable law, (b) you will not generate, or encourage others to generate, automated or fraudulent impressions or clicks of advertisements on any Ad Network, (c) you are responsible for obtaining and maintaining accounts for use of the Ad Network Programs, and (d) your advertisements do not and will not advertise illegal activity or constitute illegal or fraudulent business practices in the jurisdiction in which the advertisements are displayed.
Instaon does not own any keyword data , paid search campaigns or material that you submit to the Services in the course of using the Services (collectively, "Customer Data"). Instaon may use Customer Data to provide the Services, which may include processing your Customer Data to provide the Services to you, storing or hosting the Customer Data for access by you and to pass such Customer Data to its partners. Whilst your private Customer Data is accessible only to you and persons explicitly authorized by you, you hereby confirm and agree that Instaon has the right to use your Customer Data in order to compile, analyze and disclose to third parties aggregated metrics, data and trends related to the use of its Services as long as such metrics, data and trends do not contain uniquely identifiable Customer Data You further acknowledge and agree Instaon may be compelled to disclose your Customer Data to the applicable authorities in order to comply with governmental, court and law enforcement requests or requirements relating to the Services. In such event, Instaon will where possible provide Customer with reasonable notice. You shall have sole responsibility for the accuracy, quality, integrity, legality and appropriateness of the Customer Data. For the avoidance of doubt you acknowledge and agree that all data related to your use of the Services, not including Customer Data, shall be owned by Instaon.
Third Party Relationships
During your use of the Services, you may purchase goods and/or services from, a third party that also requires activity and interaction with your Ad Network accounts. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third party. Instaon and its licensors shall have no liability, obligation or responsibility for any such third party, including any termination by such third party of their provision of goods or services to you. Instaon does not endorse any sites on the internet that are linked through the Services, or any third party goods or services that are made available to you through or are otherwise incorporated into the Services (including any reporting tools). In no event shall Instaon or its licensors be responsible for (and they hereby disclaim all liability for) any such content, products, services, or other materials on such sites or provided by such third parties.
Privacy & Confidentiality
Payment and Fees
You shall pay all fees to your account in accordance with the fees and billing terms in the applicable Order. You may choose to pay monthly or yearly. If you choose to pay yearly you will obtain a significant discount. If you choose to pay monthly you may not terminate any Order within the first three (3) months, thereafter you may terminate the respective Order at the end of the last month paid for.. Instaon charges and collects in advance for the Services. All payment obligations are non-cancelable and non-refundable. You must provide Instaon with a valid credit card or bank automatic clearing house validation as a condition to signing up for the Services. You represent that you are authorized to provide any credit card or bank account information you use to sign up for the Services. Instaon's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. Instaon reserves the right to suspend the Services if you are late paying the fees for an Order. Late invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum rate permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Services during any period of suspension. If you initiate the termination of this Agreement, except in the case of a material breach by Instaon, you will be obligated to pay the balance due on your account for the applicable commitment period as described in the Order. You agree that Instaon may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Term and Termination
This Agreement commences on the earlier of either the date you set up your account for the Services or the date set out in the Order and shall continue for as long as an Order is in place. Any breach of your payment or other material obligations will be deemed a material breach of this Agreement. Upon any such breach, without limiting its ability to pursue other remedies, Instaon may terminate this Agreement.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Instaon represents and warrants that it will provide the Services in a manner consistent with applicable industry standards.
Disclaimer of Warranties
Instaon DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, COMPLETE, ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) THE PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED TO YOU "AS IS". ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Instaon AND ITS LICENSORS.
Limitation of Liability
IN NO EVENT SHALL AGGREGATE LIABILITY FOR EITHER PARTY EXCEED AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO Instaon IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, nothing in this Agreement shall seek to restrict either party’s liability for fraud, death or personal injury caused by its negligence, nor any other liability, which a party is not permitted to restrict or exclude as a matter of applicable law.
Instaon may give notice by means of email to your e-mail address on record in Instaon's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Instaon's account information. You may give notice to Instaon at any time by email to email@example.com, letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Instaon, in either case, addressed to the attention of: CEO. Any such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). This Agreement shall be governed by laws of Belgium, without regard to the conflicts of law provisions of any jurisdiction, and any disputes, actions, or claims arising out of this Agreement shall be subject to the exclusive jurisdiction of the Brussels city court. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Instaon as a result of this Agreement or use of the Services. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the parties in writing. This Agreement, together with any applicable Order and any other document referenced herein, comprises the entire agreement between you and Instaon and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.