BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT CREATION PROCESS, OR USING WIMEDIA’S SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A THIRD PARTY(IES) (FOR INSTANCE, AS AN ADVERTISING AGENCY ON BEHALF OF A CLIENT OR AS A RESELLER), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND ANY SUCH THIRD PARTY(IES), AND THE TERMS “CLIENT,” “YOU,” OR “YOUR” WILL ALSO REFER TO SUCH THIRD PARTY(IES). WIMEDIA MAY MODIFY THE AGREEMENT FROM TIME TO TIME; CONTINUED USE 30 DAYS AFTER NOTIFICATION WILL CONSTITUTE ACCEPTANCE. IMPORTANT: BY AGREEING TO THIS AGREEMENT, YOU AGREE TO RESOLVE DISPUTES WITH WIMEDIA THROUGH BINDING ARBITRATION (AND, WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 15.
1. WIMEDIA SERVICE
1.1 The Services. Client may choose to receive any combination of Services available by indicating the same through the Platform or, if applicable, in an Insertion Order.
1.2 WiMedia License Grant. Subject to Client’s payment and the terms set forth in this Agreement, WiMedia grants the following limited, worldwide, non-exclusive, non-transferable rights and licenses without the right of sublicense to Client during the Term: (i) for applicable Services, to access and use the Platform and Documentation solely for Client’s internal business purposes, and solely on Client’s own behalf, in connection with its receipt of the Services; (ii) for web related Services, to integrate the pixel (or other script or code) into Client’s website for web-related Services; (iii) for mobile related Services, to integrate the SDK (in object code form) into Client’s mobile and tablet applications for mobile-related Services, or (iv) to integrate through other mutually agreed upon means (e.g., integration using the WiMedia API).
1.3 Client License Grant. During the Term, Client grants WiMedia a worldwide, royalty-free, non-transferable (except as necessary for WiMedia to provide the Services) license to use, distribute, reproduce, adapt (with respect to sizing or as specifically requested by Client), publicly perform, and publicly display, the Client Content in Ads on the Network or otherwise in connection with the Services and in promotional materials related to the Services. For Clients requesting WiMedia’s dynamic creative advertisement services, Client acknowledges that WiMedia will connect to Client’s placement to pull and download images at the explicit direction of Client solely for the purpose of creating Ads.
1.4 Requirements. Client will comply with all requirements for use of the Services communicated by WiMedia to Client via Documentation, and acknowledges that absent such compliance, WiMedia may be unable to provide the Services to Client. Depending on the Services Client chooses to receive, technical requirements may include: (i) including tags, pixels, script, or code supplied by WiMedia on Client's website; (ii) installing the SDK into Client’s mobile or tablet applications; (iii) supplying appropriate Client Content necessary for WiMedia to provide the Service; and/or (iv) allowing access to data collected by Client’s mobile measurement partner. WiMedia will have no liability to Client for such failure to provide the Services, if failure is a result of Client’s failure to comply with this section 1.4.
1.5 Modifications. WiMedia will host the Services and may update the Services from time to time in accordance with this Agreement. If WiMedia provides Services updates to Client that require action on Client’s part, Client will integrate the updates within 30 days. WiMedia may make changes to the Services (including discontinuation of all or part of the Services) at any time. WiMedia will provide notice to Client of material changes in accordance with this Agreement. If Client does not wish to continue to use the modified Services, Client’s sole remedy is to terminate the Agreement by providing written notice to WiMedia.
1.6 Display of Ads. Client can request to work with WiMedia (including within the Platform where such functionality is available) to manage display preferences when and to the extent such controls are made available to WiMedia. Client acknowledges that WiMedia cannot control where and how often Ads will be displayed within the Network. For instance, Ads may be displayed next to ads of Client’s competitors, or at websites or applications that are undesirable to Client. WiMedia will use commercially reasonable efforts not to display Ads on websites or applications that it determines to be pornographic, defamatory, obscene, or illegal in nature. If Client notifies WiMedia in writing that Ads are being displayed in this manner, WiMedia will use commercially reasonable efforts to prevent Ads from continuing to display in this manner. Client Content must comply with Documentation requirements or WiMedia may be unable to provide the Services with respect to such Client Content.
1.7 Third Party Terms. Certain parts of the Services require the creation of a user account with third parties to provide their products or services on the WiMedia Platform. Client is responsible for reviewing any applicable terms before participating in any part of the Services to which such terms apply. Client agrees that WiMedia may accept certain third party terms and conditions as agent on Client's behalf where necessary for WiMedia to perform Services requested by Client, for example, terms related to running campaigns on Facebook Website Custom Audiences. Links to or copies of any such terms will be provided upon request.
1.8 Promotions. WiMedia may offer promotions, subject to any terms set out in the applicable Documentation. After the promotion, the campaign will automatically continue as a paid campaign, unless Client stops the campaign as described in the applicable Documentation. Client is responsible for all costs that occur beyond the parameters of the promotion described in the applicable Documentation.
2. AGENCY CLIENTS
2.1 Authority, Liability, and Direct Relationship. Agencies and Authorized Resellers entering into Services on behalf of their clients represent that they have the authority to act on behalf of such clients with respect to all obligations and representations set forth in this Agreement. Agency and Authorized Reseller accepts responsibility for the actions of its client Accounts and liability for all expenses incurred through the provision of Services to its clients, and assumes responsibility for ensuring compliance with and breach of this Agreement by its clients. Except as otherwise set forth hereunder, Agencies and Authorized Resellers will ensure the performance of their respective customer’s obligations under this Agreement. Agency and Authorized Reseller clients may request at any time that their Account be migrated to another agency or to a direct Client Account with WiMedia and nothing in this Agreement will prevent WiMedia and a customer from entering into a direct relationship. WiMedia reserves the right to reasonably object to any clients at WiMedia’s sole discretion.
2.2 Support and Marketing. WiMedia will provide commercially reasonable support during WiMedia’s normal business hours, but Agency and Authorized Reseller acknowledge that they will be solely responsible for providing support to their clients in connection with such clients’ use of the Services, and are solely responsible for marketing efforts related to the “go to market” lifecycle for Services; provided that any marketing materials prepared and/or used by Agency or Authorized Reseller are in compliance with WiMedia marketing requirements and other Documentation. WiMedia reserves the right to request changes or removal of any Agency or Authorized Reseller materials used to market the Services.
3. ACCOUNT AND CAMPAIGN SETUP
3.1 Account Set Up. Setting up an Account with WiMedia is free of charge. Client will choose login credentials, including a password, for its Account and is responsible for all activities that occur through its Account or with its credentials. Client will use reasonable measures to secure its Account credentials and will promptly notify WiMedia of any breach of security, misuse, or unauthorized use of its Account or credentials.
3.2 Campaign Set Up and Management. Client will use the Platform to manage its receipt of Services, specifically to set campaign budgets and other details, and to review performance. Campaign modifications made using Client’s Account to set up, adjust the budget for, launch, suspend, or stop a campaign are the sole responsibility of Client. Charges incurred because of changes made using Client’s account will be included in Client's regular bill or invoice. In addition to WiMedia’s optimization services and features, WiMedia may offer Managed Account Services to Client. WiMedia will use commercially reasonable efforts to comply with the budget specified by Client. When Client increases or decreases its budget it may take up to one week for the new authorized budget to take effect.
3.3 Campaign Measurement and Tracking. Unless expressly agreed to in writing by WiMedia, service fees will be based on WiMedia's measurements and tracking through its own servers using the number of impressions and other indicators necessary for calculating the fees payable by Client. Client may access these measurements through the Platform.
4. PAYMENT TERMS
4.1 Auto-Postpay Accounts. For recurring payment accounts, you agree to keep valid payment method information (for example, credit card or PayPal account information) on file in your Account at all times. You authorize WiMedia to charge recurring amounts due weekly using the valid payment details provided by You. WiMedia reserves the right to discontinue the recurring payment services at any time for any reason upon notice. Claims relating to Account charges must be raised by you within 30 days of receipt or will be barred.
4.2 Insertion Order Accounts. WiMedia may, in its sole discretion, allow Client to submit an Insertion Order requesting Services. WiMedia reserves the right to request a prepayment from Client at any time. WiMedia will send Client a monthly invoice via email reflecting the amount owed by Client to WiMedia. Client will pay the amount set out in each invoice, without set-off, within 30 days of its receipt of such invoice.
4.3 General Payment Terms. You agree that you have all necessary right, power, and authority to authorize each such payment. For certain payment methods, the issuer of your payment method may charge you a foreign transaction fee or other charges. Check with your payment method service provider for details. If you develop credit conditions (e.g., excessive credit card denials, chargebacks, return-to-maker payments due to insufficient funds, or increased risk of insolvency) or WiMedia otherwise designates you as a credit risk, WiMedia reserves the right to require prepayment. You agree to maintain sufficient funds or credit availability in your payment method to satisfy your amounts due and that WiMedia will have no obligation to provide the Services if sufficient funds are not available at the time your payment is submitted, and we reserve the right to suspend your campaigns due to failed payments or insufficient balance.
4.4 Currency and Taxes. All payments to WiMedia will be made in Armenia Dram AMD, unless otherwise agreed to in an IO or offered through the Platform. Payments are quoted exclusive of any taxes. Client is responsible for all sales taxes, use taxes, value added taxes, withholding taxes, and any other similar taxes imposed by governmental entities on the transactions contemplated by this Agreement, excluding taxes based solely upon WiMedia’s net income.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership. WiMedia Materials are the sole and exclusive property of WiMedia or its third-party licensors as applicable, and are protected by Applicable Law. Client’s rights to the WiMedia Materials are limited to those rights expressly granted in this Agreement and do not include any other licenses. Client Content is the sole and exclusive property of Client or its third-party licensors as applicable and is protected by Applicable Law. WiMedia’s rights to the Client Content is limited to those rights expressly granted in this Agreement and do not include any other licenses.
5.2 Restrictions. 5.2 Restrictions. Client will not (i) modify the WiMedia Materials or any related proprietary notices; (ii) reverse engineer, decompile, disassemble or interfere with any WiMedia Materials (except where and to the extent such prohibition is not permitted by law); (iii) sublicense, rent, sell, or lease access to the WiMedia Materials, or use the WiMedia Materials to create any other product, service or dataset; (iv) except with respect to Campaign Data, log, capture, or otherwise create any record of any data transmitted to or from the WiMedia Materials; (v) deliver any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into the WiMedia Materials; (vi) use the Platform for any purpose other than using the Services for its intended purpose, which does not include creating or supplementing user profiles with targetable interests, user movement profiles, site-specific retargeting, and product-interest information outside of the Services; (vii) make or publish any representations or warranties on behalf of WiMedia concerning the Services or WiMedia Materials without WiMedia’s prior written approval. When reproducing WiMedia Materials, Client will include proprietary rights notices contained on the WiMedia Materials.
6. DATA RIGHTS, RESTRICTIONS AND PRIVACY
6.1 Service Data and Campaign Data. WiMedia is the sole owner of the Service Data and the Campaign Data and may use either for any purpose allowed by Applicable Law. WiMedia grants Client a nonexclusive, perpetual, irrevocable, royalty-free, fully paid, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit the Campaign Data in any manner allowed under Applicable Law.
6.2 WIMEDIA WILL HAVE NO LIABILITY IN CONNECTION WITH, AND CLIENT SHALL INDEMNIFY, DEFEND AND HOLD WIMEDIA HARMLESS WITH RESPECT TO: (A) CLIENT’S FAILURE TO PROVIDE NOTICES REQUIRED BY APPLICABLE LAW TO ITS END USERS REGARDING ITS PRIVACY PRACTICES, (B) FOR THE COLLECTION, USE OR DISCLOSURE OF DATA AS CONTEMPLATED IN THIS AGREEMENT, OR (C) DATA SECURITY OR DATA USE IF WIMEDIA ACTS AT CUSTOMER’S EXPLICIT DIRECTION.
7. WARRANTIES
7.1 By Client. Client represents and warrants to WiMedia that: (i) it has the right to enter into this Agreement, to grant all rights granted and to perform its obligations under this Agreement; (ii) the Client Content and the Client websites, mobile or tablet applications do not include materials that are obscene, defamatory or contrary to any Applicable Law; (iii) the Client Content does not infringe or misappropriate the rights of any third party; and (iv) the collection, transfer, use and disclosure of Service Data in accordance with this Agreement will not violate the rights of any third party (including any customer of Client) or any statements in its own posted Privacy Notice or similar privacy statement.
7.2 By WiMedia. WiMedia represents and warrants that: (i) it has the right to enter this Agreement, to grant all rights granted, and perform its obligations; and (ii) the Technology will perform substantially in accordance with the Documentation.
7.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) WIMEDIA EXPRESSLY DISCLAIMS AND MAKES NO ADDITIONAL REPRESENTATION, WARRANTY, CONDITION, OR OTHER CONTRACTUAL TERM (COLLECTIVELY, “PROMISES”) OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND (II) THE SERVICES AND MATERIALS MADE AVAILABLE BY WIMEDIA UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY PROMISE WHATSOEVER. EXCEPT WHERE AND TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY LAW: (A) WIMEDIA EXPRESSLY DISCLAIMS ALL IMPLIED PROMISES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, (B) WIMEDIA DOES NOT PROMISE NON-INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, AND (C) WIMEDIA MAKES NO PROMISE REGARDING THE RESULTS CLIENT WILL OBTAIN THROUGH USE OF THE SERVICES.
8. INDEMNIFICATION
8.1 Client indemnification. Client will defend, indemnify, and hold harmless WiMedia and its officers, directors, employees and subsidiaries from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding (i) Client’s breach of this Agreement; and (ii) any violation, infringement or misappropriation of any law or third-party right (including intellectual property, property, privacy or publicity rights) by Client or the Client Content.
8.2 WiMedia Indemnification. WiMedia will defend, indemnify and hold harmless Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding any violation, infringement or misappropriation of any copyright, trade secret, International law patent or trademark by the WiMedia Materials, but excluding any software incorporated into our software under an open source license.
8.3 Indemnification Process. The indemnified party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the indemnified party to admit liability requires prior written consent of the indemnified party, not to be unreasonably withheld or delayed, and (ii) the indemnified party may join in the defense with its own counsel at its own expense.
9. LIMITATIONS ON LIABILITY.
9.1 Disclaimer of Indirect Damages. WIMEDIA WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, EVEN IF WIMEDIA IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL WIMEDIA’S COLLECTIVE TOTAL LIABILITY ARISING OUT THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO WIMEDIA UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).
9.3 Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ALLOCATES THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, IS REFLECTED IN THE PRICING OFFERED TO CLIENT, AND AS SUCH IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE PROVISIONS ARE SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. IF ANY LIMITATION OF LIABILITY IN THIS AGREEMENT IS FOUND UNENFORCEABLE, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. TERM AND TERMINATION
10.1 Term and Termination. Unless otherwise terminated, this Agreement will remain in full force and effect while you use the Services and will terminate upon written notice of cancellation of Client’s Account by WiMedia or Client (“Term”), such termination to take effect 48 hours from receipt of such termination notice (or at such other designated time, at least 48 hours in advance).
10.2 Post-Termination Obligations. Upon termination of this Agreement (i) WiMedia will cease providing the Services and permitting access to the Platform to Client; (ii) Client will within thirty (30) days’ pay to WiMedia any fees that have accrued prior to the effective date of termination; WiMedia may refund Client for any amounts prepaid for Services that were not performed prior to termination. The following sections will survive expiration or termination of this Agreement:
10.3 Insolvency. WiMedia may immediately terminate this Agreement and move Client to prepay pursuant in the event that (a) Client (i) fails to satisfy any enforceable, final and material judgment against it, (ii) fails to pay its fees as they become due or (iii) enters into or is the subject of an insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of Client’s debts or (b) a court appoints, or Client makes an assignment of all or substantially.
11. TRADEMARKS
WiMedia will seek prior authorization from Client for any press release naming Client. Each party retains all right, title and interest to its own logos and trademarks. The WiMedia logos and names are trademarks of WiMedia, Inc. All other trademarks and product or company names mentioned in the Services or WiMedia Materials are the property of their respective owners and may not be used without the prior written permission of the. Reference to any products or services by name or otherwise does not imply endorsement by WiMedia. Notwithstanding the foregoing, WiMedia may use Client’s logos and name to indicate in promotional materials that Client is a client of the WiMedia Services. All goodwill derived from the use of any trademarks will inure to the benefit of the respective trademark owner.
12. CONFIDENTIALITY
Confidential Information includes all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether of a technical, business or other nature that the Receiving Party knows or has reason to know is the confidential, proprietary or trade secret information of the Disclosing Party. Confidential Information does not include information that (i) was lawfully known to the Receiving Party prior to receiving the same from the Disclosing Party in connection with this Agreement; (ii) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; (iii) is lawfully acquired by the Receiving Party from another source without restriction as to use; or (iv) is or becomes part of the public domain through no act or omission of the Receiving Party. Each Receiving Party will (a) use the Disclosing Party’s Confidential Information solely for the purpose for which it is provided and as permitted under this Agreement; (b) not disclose the Disclosing Party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the Disclosing Party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. If a Receiving Party is required by law to disclose the Confidential Information of the Disclosing Party, such Receiving Party must give prompt written notice (except where prohibited by law) of such requirement to the Disclosing Party before such disclosure and assist the Disclosing Party in obtaining an order protecting the Confidential Information from public disclosure. The obligations in this Section 13 will survive termination of this Agreement until the expiration of 3 years from the date of last disclosure. Notwithstanding the foregoing, with respect to a Disclosing Party’s trade secrets, the Receiving Party’s obligations under this Agreement remain in effect if the Confidential Information remains a trade secret under the Uniform Trade Secrets Act.
13. ASSIGNMENT
You may assign this Agreement upon ten (10) days written notice to WiMedia about a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any other attempt to transfer or assign is void. WiMedia retains the right to assign this Agreement and delegate any or all its obligations hereunder. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
14. RESOLVING DISPUTES - FORUM, ARBITRATION, CLASS ACTION WAIVER, GOVERNING LAW
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE REPUBLIC OF ARMENIA
14.1 Please contact WiMedia first! WiMedia wants to address your concerns without resorting to formal legal proceedings.
14.2 Judicial forum for disputes. You and WiMedia agree that any judicial proceeding to resolve claims relating to this Agreement or the Services will be brought in the federal or state courts of Republic of Armenia,Yerevan subject to the mandatory arbitration provisions below. You and WiMedia consent to venue and personal jurisdiction in such courts.
REPUBLIC OF ARMENIA RESIDENTS ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER:
14.3 ARBITRATION
Both Parties Agree to Arbitrate. You and WiMedia agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
Arbitration Procedures. The Republic of Armenia Arbitration Association will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the Republic of Armenia where you live or work, or any other location we agree to.
Arbitration Fees and Incentives. WiMedia will pay all arbitration fees for all customers on a pre-pay plan. WiMedia will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate. Either you or WiMedia may assert claims, if they qualify, in small claims court in Republic of Armenia, Yerevan. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. Arbitration will not be binding with regards to the WiMedia Materials at WiMedia’s sole discretion. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Republic of Armenia, Yerevan to resolve your claim.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by sending an email within 30 days of first accepting this Agreement to info@wimedia.am clearly stating that you wish to opt out of arbitration with WiMedia and include your first and last name, the company for which the account was created, and the email address associated with the account.
14.4 CLASS ACTION WAIVER. Both parties agree to resolve any disputes, claims or controversies on an individual basis, and that any claims arising out of, relating to or in connection with this Agreement (such as with respect to their validity or enforceability), the WiMedia Materials, or any services provided by WiMedia will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
14.5 Controlling Law. This Agreement is governed by the law of Republic of Armenia except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.
15. MISCELLANEOUS
15.1 Amendments. WiMedia reserves the right to revise this Agreement, and Client’s rights and obligations are at all times subject to the Agreement then posted at WiMedia.com. Client’s continued use of the Service constitutes acceptance. We will also endeavor to notify and give Client an opportunity to review and accept the revisions to the Agreement, which acceptance may be manifested in electronic form (such as through a click-through agreement). However, subject to applicable law, the inability to contact Clients through a valid email address regarding the revised Agreement and obtain express acceptance in no way limits the revised Agreement’s effectiveness and application.
15.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding use of the Services and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.
15.4 Force Majeure. WiMedia will not be liable for any delay or failure to perform as required by this Agreement because of any cause or condition beyond WiMedia’s reasonable control.
15.5 Use of Third Parties. Subject to Section 13 WiMedia may use third parties to perform its duties under this Agreement, including to serve advertisements on its behalf.
15.6 Severability. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
15.7 Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
15. 8 Third-Party Website Disclaimer. Any links to third-party websites from WiMedia Services does not imply endorsement by WiMedia of any products, services or information presented therein, nor do we guarantee the accuracy of the information contained on them. In addition, since we have no control over the terms of use or privacy practices of third-party websites, you should read and understand those policies carefully.
15.9 Notice. All notices to WiMedia must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by WiMedia. Legal notices to WiMedia must be sent to info@wimedia.am with a copy to WiMedia, LLC. Republic of Armenia, Yerevan, Yekmalyan st 6.Notices to Client will be sent to the Client Account email address on file and/or posted on the Platform dashboard and are deemed effective when sent or posted.