TERMS AND CONDITIONS

This Terms and Conditions Agreement (the «Agreement») is entered into by and between you (the «Client») and Avlay, doing business as Avlay (hereafter «Avlay» or «Company»).

The following Service Terms and Conditions, together with any documents they expressly incorporate by reference (collectively, these "T&C"), govern the Services offered on or through avlay.digital.

Please read the T&C carefully before ordering the Services through the Website. Ordering the Services, you accept and agree to be bound and abide by these T&C and our Privacy Policy found at https://avlay.digital/privacy-policy incorporated herein by reference. If you do not want to agree to these T&C or the Privacy Policy, you must not order the Services.

The Services on the Website are offered and available to users who are age of 18 (eighteen) years or older. By ordering the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use the Website or order the Services.

Services

We are an ads-development agency with a strong media buyers' team of specialist which provide a software solution for traffic tracking, traffic monetization - leads generation, custom platform solutions, AI for campaigns optimizations, running ad campaigns with traffic types, and other services and solutions ("Services"). The Services to be covered under this Agreement are set forth in one or more orders ("Order"), which shall reference this Agreement; and the terms and conditions contained herein will be a part of any such Orders. In the event Client chooses to order Services from Avlay or any of its affiliates utilizing the Website, the T&C contained therein shall apply to any such Services ordered.

Pricing & Terms of Payment

The price for Services to be provided will be set forth in Orders.
All terms are net 15 calendar days, unless otherwise specified in the Order. Failure to pay within specified terms may, at the option of Avlay, result in the suspension of the contract, imposition of interest charges at the rate of a 1.5% per month or the highest allowed by law, whichever is lower, and may result in the termination of the contract by Avlay upon written notice.
The Order shall specify whether the contract is based on a fixed price or hourly rate. All reasonable expenses will be billed to the Client unless otherwise specified in Order.
Any sales and use taxes shall be added to the invoice. In the event Client claims exemption from sales and use taxes, Client must provide Avlay with the appropriate tax exemption certificate from the taxing authority.

Fees & Taxes

Client, at its expense, shall pay, discharge, and be responsible for all licensee fees, business, sales, use, or other similar taxes or assessments charged or levied by reason of anything performed under this Agreement, excluding, however, all taxes and assessments applicable to Avlay income or applicable to Avlay property. If Avlay is required to remit any fee, tax, or duty on behalf of or for the account of Client, Client will reimburse Avlay within ten (10) days after Avlay notifies Client in writing of such remittance.

Term

Unless otherwise stated herein, the term of this Agreement shall be from the execution of the Order until the Client accepts the completion of Services as described in applicable Order.

Personal Information

Avlay represents and warrants to Client that in connection with the receipt, storage, use and/or transfer of Personal Information, it shall (a) at all times maintain the confidentiality of Personal Information provided Avlay or otherwise disclosed to Avlay in connection with the provisions of Services under this Agreement, and (b) maintain appropriate security measures that are in compliance with data protection regulations promulgated under applicable laws. For this Section's purposes, "Personal Information" means any information relating to an identified or identifiable natural person. By entering into this Agreement, Parties understand, accept, and give explicit consent for processing personal data of its personnel or attorneys that will be possibly known in the process of cooperation under this Agreement.

Nondisclosure

Each Party shall retain all rights to its Confidential Material. Each receiving Party agrees to take such measures to prevent the unauthorized disclosure to third parties of Confidential Material, as it would take to prevent disclosure of its own proprietary or confidential information but in no event less than reasonable measures. To the extent practicable, information protected by this Agreement shall be marked "Confidential". Information exchanged prior to the date of this Agreement shall be considered Confidential Material.
Disclosure will be limited to such personnel of receiving Party as necessary for proper evaluation and provision of Services under this Agreement. In the event the receiving Party must secure the Services of a third party for appropriate evaluation, the receiving Party shall obtain an agreement from such third Party at least as restrictive as this Agreement. Receiving Party shall disclose such agreements to other Party upon request. Except as necessary for proper evaluation and provision of Services under this Agreement, Confidential Material obtained under this Agreement may not be duplicated, and all Confidential Material exchanged pursuant to this Agreement must be destroyed or returned to the originating Party upon request.
The receiving Party may not use confidential Material except as expressly permitted herein; no grant of license to use Confidential Material is given by this Agreement.
Confidential Material shall not include the following: Information obtained by receiving Party that (i) is or becomes generally known or available to the public through no breach by receiving Party, (ii) is lawfully known to it at the time of receipt, (iii) is subsequently furnished to it lawfully by a third party without restriction, or (iv) is furnished by the originating Party to a third party without restriction.
Confidential Material is provided "AS IS," and no warranties or representations are given, and the receiving Party shall rely on such information at its own risk. The exchange of Confidential Material shall not obligate either Party to enter into a business or other relationship. In the event a receiving party receives a subpoena or discovery request for Confidential Material, it shall immediately notify the originating Party in writing and give the originating Party the opportunity to contest the disclosure of Confidential Information.
The parties acknowledge that unauthorized disclosure or use of Confidential Material may cause irreparable damage to the disclosing Party for which monetary damages may not be adequate relief. Therefore, in addition to any other remedies it may have, the disclosing Party shall be entitled to seek injunctive relief against actual or threatened unauthorized disclosure or use of Confidential Material.
Confidential Material shall be protected hereunder for a period of five (5) years following the termination of this Agreement.

Non-Solicitation of Personnel

Client shall not solicit for employment, directly or indirectly, the officers, employees, subcontractors, or agents ("Personnel") of Avlay who have performed duties in support of this Agreement during the term hereof and until eighteen (18) months after the earlier of: (a) the termination of such personnel's engagement; and (b) the termination of this Agreement, unless explicitly agreed to in writing by the parties. No offer or other form of solicitation of employment will be made at any time when this Agreement prohibits the employment of such personnel. Should Client solicit any Personnel for employment in violation of this Section and should that employee subsequently become an employee of the Client, the Client agrees to reimburse Avlay an amount equal to the salary and commissions, if any, earned by the employee during the last twelve (12) months while employed by Avlay. Both parties agree that this amount represents reasonable compensation to Avlay for its cost of recruiting and training and does not constitute a penalty. Such amount will be due and payable by the Client within ten (10) days of receipt of written demand from Avlay. Nothing herein shall prevent an employee of Avlay from responding to an employment advertisement or announcement of general circulation made by Client. The intention of this Section is to prohibit the active recruitment of personnel.

Limitation of Damages

NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION ANY LOST DATA, BUSINESS INJURIES OR LOSSES AND LOST PROFITS, ARISING FROM, OR RELATING TO, THIS AGREEMENT, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAYABLE BY CLIENT TO Avlay DURING THE TERM OF THIS AGREEMENT.

Waiver

No waiver of any provision or breach shall be implied by failure to enforce any rights or remedies herein provided, and no express waiver shall affect any provision or breach other than that to which the waiver is applicable and only for that occurrence.

Subcontracting

Avlay may subcontract for on-site Services provided to Client. Such subcontracting will not release Avlay from any of its obligations in this Agreement.

Right of Termination

Avlay:
Suppose Avlay is unable to provide Service to the Client. In that case, the Client may cancel coverage for that item under the Agreement, and Avlay will refund payment for the remaining days of coverage under this Agreement, on a pro-rata basis.
Mutual Rights of Termination:
Either Party may terminate this Agreement at any time if the other Party breaches any material provision hereof and fails within fourteen (14) days after receipt of notice of default to correct such default promptly or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with diligence to completion.

After the initial term, unless dates are otherwise designated for specific Services set forth in an Order, either Party hereto shall have the right to terminate this Agreement without cause, without penalty, and without liability for any damages as a result of such termination at any time giving the other Party at least thirty (30) days prior written notice of such termination. If either Party properly terminates the Agreement, Avlay will provide a pro-rata refund for any advanced payment for the remaining days of coverage under the Agreement. Any funds so owed by Avlay will be refunded in full within sixty (60) days after receiving written notice of contract termination. Notwithstanding any termination of this Agreement, Client shall be obligated to pay Avlay for (i) all products and Services provided by Avlay in accordance with this Agreement at any time on or prior to the effective date of termination; and (ii) all incidental costs and expenses incurred by Avlay in accordance with this Agreement at any time on or prior to the effective date of termination.

Transfer or Assignment

This Agreement shall not, under any circumstances, be transferred or assigned by the Client to any other person or entity, and any attempted transfer or assignment of a membership shall be void. Avlay may, at any time, in its sole discretion and without prior notice given to the Client, transfer, or assign this Agreement to any affiliated or non-affiliated person or entity.

Modification

This Agreement is subject to change or modification by Avlay at any time, and changes shall become effective by email, posting at the Website, or by conventional mail. The Client may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.

Notices to Avlay or Clients

Notices from Website to Client may be given by means of electronic messages to the email address of the Client, by general posting on the Website, or by conventional mail. Communications from the Client to Avlay may be made both via email or conventional mail, unless otherwise specified in this Agreement. All notices to Avlay via email shall be sent to [email protected]. Notices from Avlay shall be deemed delivered when sent by Avlay to the Client.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

Governing Law & Miscellaneous

Governing Law & Miscellaneous The Client shall be responsible for the payment of all attorneys' fees and expenses incurred by Avlay to enforce this Agreement's terms.

This Agreement contains the entire Agreement between Avlay and Client with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Client agrees that Avlay shall not be subject to or bound by any Client insertion order or online terms and conditions that amend, conflict with, or supplement this Agreement, regardless of whether Avlay "clicks through" or otherwise indicates its acceptance thereof.

Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. By submitting an application to Avlay, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions.

If you do not wish to be bound by this Agreement, you should not order the Services on the Website. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such an individual represents that they have the legal capacity and authority to bind such a business entity to this Agreement.

Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. If any disputes having arisen between the Parties concerning this Agreement, the Parties hereby agree that the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, GB. The language to be used in the arbitral proceedings shall be English. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND MOBAIR ENTITY WITH WHICH YOU HAVE A DISPUTE WITH SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT THIS WAIVER IS PROHIBITED BY LAW. YOU HEREBY EXPRESSLY WAIVE ANY RIGHT FOR A TRIAL BY JURY.

If you have any questions or wish us to clarify any of these points, please send us an email [email protected].