Terms & Conditions
for Numerique LLC
Who we are
Our services are only for businesses and professional users; they are not for consumers, private individuals, or households. You cannot access or use our services unless (a) you are acting in a business or professional capacity, (b) you accept the ad hoc terms on behalf of yourself and, if applicable, your organization, and (c) you are authorized to act on behalf of your organization. USE OR ACCESS ANY OF OUR SERVICES.ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 12 BELOW OR WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT DISPUTES BETWEEN YOU AND Vyqtorix WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICAL ARBITRATION.
1. General and Service-Specific Conditions and Modifications
1.1 Vyqtorix Conditions. All services are subject to these General Terms, the Acceptable Use Policy, and the Payment Terms.
..1.2 Modifications. At our sole discretion, with or without previous notice, we reserve the right to modify our services, prices, any Vyqtorix Terms, notices, and other terms and conditions. You have 30 days from the date of notification to advise us that you do not agree with the modification if it has a materially negative effect on you and you have contracted and payed for a specific term. If you do this, we will either allow you to cancel your account at our sole and absolute discretion and return any prepaid sum to you pro rata, or we will postpone effecting the modification until the end of your prepaid term.All modifications to our services, pricing, Vyqtorix Terms, notices, and any other terms and conditions will apply to you if you continue to use our services after your prepaid term expires.
2. Your Responsibilities and Rights
2.1 Service Access. We give you a limited, personal, non-exclusive, non-transferable, and revocable license to use our services. Other use or access, including but not limited to robots, spiders, crawlers, and scraping tools, is not permitted by us. Setting your own username and password (referred to as “Login Information”) is your responsibility, and you shouldn’t let anybody else use or access it. Everyone who uses your login credentials to use the services (referred to as “Authorized Users”) is your responsibility. You and your authorized users are only permitted to use the Services for your own business; you are not permitted to utilize the Services in order to replicate any concepts, features, functionalities, or graphics of the Services or to create a comparable or rival product or service.
2.2 Google Adwords or Facebook accounts. You can publish and manage advertising on www.facebook.com (“Facebook”) and adwords.google.com Google Adwords (“Adwords”) using the technical application we give you. Therefore, you need to have an advertising account with Facebook or Adwords and be a registered user in order to use our services.
2.3 Content of Ads. Any Ads Content that you or your Authorized Users post, publish, display, link to, or otherwise make available through the Services is entirely your responsibility. Any Ads Content that you publish or make accessible through our Services may be reviewed, filtered, blocked, or removed, but we are under no duty to do so. ADS CONTENT POSTED ON OR MADE AVAILABLE THROUGH OUR SERVICES BY YOU OR ANY OTHER THIRD PARTY WILL NOT CAUSE US ANY LIABILITY. All information, text, images, photos, videos, music, documents, and other content in any format or media that is supplied to us in conjunction with your use of the Services is referred to as “Ads Content.”
3. Services and Content from Third Parties
3.1 The services offered by Facebook and Adwords (collectively, the “Advertising Platforms”) or any other services, data, or content accessed or purchased through Vyqtorix that you may be able to access, use, or connect to with our Services (collectively, the “Third-Party Services”) are not our responsibility. You are at your own risk if you use us to access a third-party service. You must abide by all terms, restrictions, regulations, and guidelines that Facebook and Adwords may impose on their users, including those posted at:
Facebook: https://www.facebook.com/terms.php
https://www.facebook.com/policies/ads/
https://support.google.com/adwordspolicy/answer/54818
https://support.google.com/adwordspolicy/answer/6008942
(the “Terms of the Third Party”). You are still in charge of paying the advertising platforms directly for the ads you buy using our services.
3.2 You acknowledge that you are responsible for any risks related to the publication of advertisements on the advertising platforms and that we have the right, but not the responsibility, to preview, verify, flag, or alter Ads Content. You also acknowledge that our services are heavily reliant on the availability of the advertising platforms and that they work with them.We may stop giving you access to these features or programs if the Advertising Platforms stop offering them to us on fair terms. In the event that a problem in our services prevents any Ad Content from being sent to or published on the Advertising Platforms, we disclaim all obligation and accountability.
4. Data security and confidentiality
4.1 Privacy. If we provide you with non-public information regarding our services, you are required to keep it private and take appropriate precautions to protect unauthorized individuals from accessing or disclosing it.
4.2 Personal Information. We just provide you with tools to process data; we neither use nor control any of the personal data you process with our services. You have to abide by all relevant data protection and privacy regulations. According to our Acceptable Use Policy, no sensitive personal data as defined by Data Protection Directive 95/46 may be processed using our services.
5. Intellectual Property
5.1 Content of Ads. All rights, titles, and interests to any ad content you upload to or use with our services remain with you. We will only utilize your advertisement content in accordance with all Vyqtorix Terms and to provide, support, and enhance our services.
5.2 Comments. You may occasionally offer Vyqtorix recommendations, remarks, or other input regarding the Services (“Feedback”). Feedback does not impose any confidentiality obligations on us, even if you label it as such. Despite the aforementioned, we will not reveal to any third party that you are the source of any feedback. You offer us a non-exclusive, global, permanent, irreversible, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the feedback for any purpose.
5.3 Services. All rights, titles, and interests in and to the Services are retained by us.
6. Free Trials, Fees, and Terms of Payment
With the exception of services that we specifically provide at no cost, you must promptly pay all applicable costs in accordance with our Payment Terms. Unless you cancel your account before the end of the free trial period, if you sign up for a free trial period for a service that is subject to charges, we may require you to give us a valid credit card or other payment method and begin charging you automatically on the first day after the free trial period ends. The direct payment of advertisements acquired through our services to the advertising platforms is always your responsibility.
7. Termination
Until either of us terminates them in line with this Section 7, the Vyqtorix Terms will continue to be in force.
7.1 Service Cancellation. By completing the cancellation process outlined above, you can terminate your services at any time. You are not eligible for a refund if you terminate paid services; you must continue to pay for the duration of the agreement.
7.2 Abrupt cancellation. Additionally, we reserve the right to terminate your services at any time, for any reason, and without prior warning. We will provide a pro rata return of the prepaid payments if you paid in advance for services for a predetermined period of time and we cancel your services under this section.
7.3 Termination for Reason. If the other party violates the Vyqtorix Terms in a material way and does not make amends within thirty (30) days of receiving a written request to do so, we may both immediately terminate the Vyqtorix Terms.Additionally, if you violate any Acceptable Use Policies or use the Services in a way that puts us, our customers, or others at risk of legal action, we may suspend or terminate your access to the Services.We shall reimburse any pre-paid costs as of the termination date if you terminate the Vyqtorix Terms for any reason.
7.4 Termination Effects. In the event that either party cancels or terminates the Services for any reason: (i) we will stop offering you Services and you will no longer be able to access your account; (ii) unless otherwise specified in these Vyqtorix Terms, you will not be eligible for any refunds and you will be responsible for paying us all outstanding amounts. All of the Vyqtorix Terms’ provisions that are by their very nature meant to endure, such as any warranty disclaimer and liability limitation clauses, will endure after the Vyqtorix Terms are terminated or expire.
8. Disclaimer of Warranty
8.1 There are no express warranties. Unless we specifically agree to a limited warranty with reference to this section 8.1, we offer the services “as is,” with no express warranties, representations, guarantees, or conditions.
8.2 Disclaimers: YOU USE ALL SERVICES AT YOUR OWN RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF DESIGN, MERCHANTABILITY, FITNESS FOR A PURPOSE, QUALITY, AND NONINFRINGEMENT. Furthermore, we disclaim any liability for any third-party services or activities (such as Facebook or Adwords), any connection to or transmission from the internet, advertising platforms, hacking, tampering, orOTHER UNAUTHORIZED USE OR ACCESS TO THE SERVICES, YOUR ACCOUNT, OR THE INFORMATION THEREIN (INCLUDING ADS CONTENT). These limitations shall apply regardless of the failure of essential purpose of any limited remedy provided herein. No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in these advance terms.
9. The Only Treatment
If you are dissatisfied with our services, harmed by us, or by anything related to our services, you can manage your receipt of commercial communications by clicking the “unsubscribe” link at the bottom of the emails. If you have an Vyqtorix account, you can terminate the terms in accordance with Section 7.3, as applicable. This will be your sole and exclusive remedy (and our sole and exclusive liability) for any breach of contract.
10. Compensation
You will defend, indemnify, and hold harmless Vyqtorix, as well as our affiliates, directors, officers, employees, and agents, from and against any claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are connected to or arising out of a claim (a) alleging that your Ads Content violates or infringes upon the intellectual property rights, privacy rights, or any applicable law; (b) relating to or arising from your use of any Third-Party Services (including your violation of the Third-Party Terms).
11. Liability Limitation
11.1 CAP. OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF (A) THE FEES WE RECEIVED FROM YOU FOR THE SERVICES SUBJECT TO THE CLAIM DURING THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) USD $500.
11.2 EXCLUSION. WE SHALL NOT BE LIABLE FORANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THE Vyqtorix TERMS. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
11.3 SCOPE: THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL: (A) ALSO BENEFIT OUR AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS; (B) APPLY TO ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT, STATUTE, OR OTHER LEGAL THEORY.
11.4 BARGAIN BASIS. The parties have relied on these limitations when deciding whether to enter into these late terms. They acknowledge and agree that the primary purpose of this section 11 is to distribute the risks under these late terms between the parties and limit the potential liability of late fees in proportion to the fees charged under the late terms, which would have been significantly higher if we were to assume any further liability other than as set forth herein.
12. Class Action Waiver, Arbitration, and Governing Law
12.1 Selection of Law. The laws of France shall govern these Vyqtorix Terms and any dispute arising out of or in connection with these Vyqtorix Terms or Services (“Dispute”) in all respects, including but not limited to the validity, construction, and performance of these Vyqtorix Terms, without giving effect to their conflicts of law principles.
12.2 Jury Trial Waiver and Exclusive Jurisdiction. All disputes shall be subject to and the parties irrevocably accept the exclusive jurisdiction of the state and federal courts located in Paris, France, save as specified in Subsections 12.3 and 12.4. Any right to a jury trial is permanently waived by the parties.
12.3 Relief by Injunction. In any court of competent jurisdiction, either party may, in its sole discretion, request injunctive relief (including preliminary injunctive relief). Additionally, any court with the necessary authority may enforce the terms of Section 12.3.
12.4 Binding Arbitration. All disputes will ultimately be settled by binding arbitration before three (3) arbitrators in accordance with the rules (“Rules”) and under the American Arbitration Association’s auspices, with the exception of Section 12.3. According to the Rules, each party will choose one arbitrator, and the third arbitrator will be chosen by the two arbitrators. The arbitrators must have expertise in both the internet advertising sector and the selected law. The arbitrators will provide a written opinion outlining the facts and legal justification for their ruling upon request from any side. The arbitrators will have the power to decide whether a dispute is arbitrable and to grant compensatory damages; however, they will not be able to grant punitive or exemplary damages.The arbitration’s existence, content, and outcome must be kept confidential by the parties, their counsel, and any other participants. The arbitration hearings will be held in Paris, France, or any other location that all three arbitrators unanimously agree upon, and they will be conducted in French.
12.5 Waiver of Class Action. Vyqtorix AND YOU AGREE THAT IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION, YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER. No arbitrator or judge may consolidate several claims or oversee any kind of representative or class proceeding unless both you and Vyqtorix agree.
12.6 Legal Fees. The winning party in any action will, subject to Section 11, be entitled to recover from the losing party its reasonable fees for attorneys and expert witnesses, as well as any costs and expenses that may be set by any arbitration panel or court of competent jurisdiction, if either party needs to hire an attorney or attorneys to enforce the terms of these Vyqtorix Terms, file an action to enforce any of the terms, conditions, or rights contained herein, or to defend any action.
13. Restrictions on Use and Export Compliance
13. Restrictions on Use and Export Compliance
If you are located in a jurisdiction where the provision of the Services is prohibited by U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”), you are not permitted to use or access the Services, and you are not permitted to grant access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. You affirm, guarantee, and promise that (a) you are (b) You are not a citizen of or a business registered in any Prohibited Jurisdiction; (c) You will not permit Authorized Users to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions, or restrictions; and (d) You will abide by all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located.
14. Miscellaneous
14.1 Task. Without our prior written authorization, you may not assign or otherwise transfer any of your rights or responsibilities under this agreement, whether through a merger, asset sale, change of control, operation of law, or other means. Without this permission, any effort at assignment or transfer will be null and void. Without giving you advance notice, we may freely assign or delegate all rights and duties under these Vyqtorix Terms, in whole or in part. Any third party that takes on our rights and obligations under these Vyqtorix Terms may also be substituted by us through unilateral novation, effective upon notice to you.
Severability (14.2). These Vyqtorix Terms’ provisions are all severable. The legality, validity, or enforceability of the remaining provisions of these Vyqtorix Terms or of that provision in any other jurisdiction will not be impacted if any provision of these Vyqtorix Terms is or becomes illegal, invalid, or unenforceable in any jurisdiction.
14.3 Majeure. With the exception of payment obligations, neither party shall be liable for any failure to fulfill its obligations under this agreement if it arises from any cause outside of that party’s reasonable control, such as: denial of service attacks; acts of God; acts of war; acts of terrorism; labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
14.4 The whole contract. The parties and their authorized successors and assigns are bound by these Vyqtorix Terms, which are the complete agreement between the parties regarding the use of the Services and supersede any previous or inconsistent agreements, negotiations, representations, and promises, written or oral, regarding the subject matter. Any extra conditions you may provide to us, including but not limited to terms in a unilateral notice from you to us or preprinted on a purchase order form or any other form created by you, are expressly rejected by us and will be considered void.
