Terms of use

1.1

Advalidation AB, company registration number 556832-1938, Box 6153, 102 33 Stockholm, Sweden ("Advalidation", "us", "we", "our") has developed and provides subscriptions to software for automated testing of online advertisements (the "Software"). The available subscriptions for using the Software are outlined on the Website (the "Subscriptions"). Subscriptions generally run on a monthly basis from the date of registration ("Subscription Period") and until further notice.

1.2

For the purpose of these Terms of Use, the terms "you" and/or "your" refers to the entity registering an account with Advalidation and/or accessing or using the Software, the Website or any other software or service provided by Advalidation.

1.3

By registering an account with Advalidation (an "Account") and/or accessing or using the Software, Website or any other software or service provided by Advalidation and/or by at any time clicking "I AGREE" or similar buttons, links or any click-through that signifies your approval of these Terms of Use, you accept and agree to be bound by these Terms of Use, which form a legally binding agreement between you and Advalidation.

1.4

Your use of the Software, the Website or any other software or service provided by Advalidation is governed by these Terms of Use and the laws of Sweden, without regard to its choice or conflict of law provisions. If you do not accept these Terms of Use, you may not access or use the Software, Website or any other software or service provided by Advalidation.

2.1

By subscribing to the Software you are given access to the Software as described in the Subscription of your choice.

2.2

To be able to access and use the Software and/or other software and services provided by Advalidation, you must register an Account and provide the registration information requested by Advalidation. By registering, accessing and/or using an Account or providing Registration Information to Advalidation, you agree and warrant to provide and maintain valid, true, correct and complete information to Advalidation.

3.1

Unless otherwise is expressly agreed in writing, the price for your Subscription is published on the Website (the "Subscription Fee").

3.2

Advalidation reserves the right to change the prices on future Subscriptions and Subscription Periods by giving notice on the Website within thirty (30) days before such change take effect. Notifications of such price changes will also be sent to you either within the Software or by e-mail to the address provided by you. By continuing to access and/or use the Software after such changes have entered into effect, you accept and agree to be bound by the changes made.

3.3

Payments of Subscription Fees are typically made monthly in advance. By signing up for a Subscription, you agree that Advalidation is entitled to charge a monthly Subscription Fee via the payment method you have chosen for your Account. The Subscription Fee is charged in the beginning of each Subscription Period up until the Subscription is terminated.

3.4

Advalidation will automatically renew your Subscription for an additional Subscription Period at the end of each Subscription Period (the "Renewal Date"). You hereby acknowledge and agree that Advalidation may charge the payment method you have chosen for your Account with the applicable Subscription Fee and any applicable taxes and government fees that may be imposed on your Subscription Fee, unless you terminate the Subscription prior to the Renewal Date. You may terminate your Subscription at any time by following the instructions provided by Advalidation (refer to Section 5 below). If you terminate a Subscription, you will have access and be able to use the Software until the end of the then-current Subscription Period. Subscriptions Fees are non-refundable.

3.5

In the event that you at any time would fail to make a payment in full on the due date, Advalidation shall be entitled to claim interest on the amount overdue until payment is made at a rate of fifteen percent (15 %) per annum, or, if such amount is prohibited under applicable law, the maximum rate permissible under applicable law.

3.6

Unless otherwise is expressly stated, all prices and other amounts listed in these Terms of Use, on the Website or otherwise are exclusive of VAT or other applicable taxes and government fees, and you are liable for paying any and all such applicable taxes and fees. You further acknowledge and agree that Advalidation may charge your Account with such applicable taxes and fees.

4.1

Certain use of the Software, Website and/or other software and service provided by Advalidation may require that you post, upload or otherwise submit content to the Software, Website and/or other software and services provided by Advalidation, including, but not limited to, advertisements, banners, software, source code, object code, text, movies, images, pictures, audio and designs (hereinafter collectively referred to as the "Content").

4.2

By posting, uploading or otherwise submitting Content to Advalidation, you represent and warrant that you have the right to post, upload and submit such Content and that such Content (or any part thereof), including the use by Advalidation as contemplated by these Terms of Use, does not violate any agreement, applicable law or third party right, including intellectual property rights, right of privacy and/or applicable data protection legislation. Moreover, you agree to indemnify and hold Advalidation harmless from any third party claim arising from or relating to Advalidation's use of Content as contemplated by these Terms of Use.

4.3

By posting, uploading or otherwise submitting Content to Advalidation, you grant Advalidation a non-exclusive, transferrable, sub-licensable, fully paid license to use the Content (and any part thereof) in the way contemplated by these Terms of Use or as is otherwise necessary for Advalidation's performance of any contractual right or obligation in relation to you.

4.4

You understand and agree that you are solely responsible and liable for any losses, damages and/or third party claims arising from or relating to your use of the Content. Advalidation shall not in any way or form be responsible or liable for such use.

5.1

You have the right to terminate your Subscription at any time. If you terminate your Subscription, you will not have access to the Software after the end of the then-current Subscription Period. If you terminate your Subscription, you acknowledge and agree that Advalidation shall have no liability or responsibility to you and that Advalidation will not refund any paid amounts.

5.2

You may terminate your Account by following the instructions provided by Advalidation.

6.1

Advalidation has the right to suspend your access to the Software, Website and/or other software and services provided by Advalidation in the event of your actual or suspected (i) unauthorized use of the Software, Website and/or other software and service provided by Advalidation, or (ii) breach of these Terms of Use, other agreements between you and Advalidation and/or any applicable law. If Advalidation suspends your access to the Software, Website and/or other software or service provided by Advalidation, you acknowledge and agree that Advalidation shall have no liability or responsibility to you and will not refund any paid amounts.
‍6.2

Advalidation may also temporary suspend your access to the Software, if the Subscription Fee cannot be charged. Thus, for example, Advalidation may temporary suspend your access to the Software if you have an insufficient balance on your bank card. When the Subscription Fee has been paid, you will have renewed access to the Software. For the avoidance of doubt, the renewed Subscription Period will be calculated from the date upon which the Subscription Fee should have been paid.

7.1

All content of the Software, Website and any other software and service provided by Advalidation, such as text, graphics, designs, logos, button icons, images, photos, audio clips, videos, digital downloads and compilation of these, and all software, object code and source code is owned or licensed by Advalidation. You may not access, print or download portions of the material from the Software, Website or any other software or service provided by Advalidation, unless you have received Advalidation's prior written consent. The content of the Software, Website and any other software and service provided by Advalidation may not be altered, distributed or displayed without Advalidation's prior written consent.

7.2

Advalidation's trademarks, trade names and other symbols included or referenced in the Software or on the Website or in any other software or service provided by Advalidation (collectively the "Marks") are protected by national and international intellectual property laws. All use of the Marks is strictly prohibited without Advalidation's prior written consent. The Marks may not be used in connection with any product or service that is not approved by Advalidation or in any manner that is likely to cause confusion among customers or that disparages or discredits Advalidation. Unless otherwise is expressly agreed, you do not obtain any right in relation to the Marks or any other material in the Software or on the Website or in any other software or service provided by Advalidation.

7.3

Nothing contained herein shall be interpreted as a transfer of any of Advalidation's rights whatsoever and all rights not expressly granted herein are reserved by Advalidation.

7.4

The Software is licensed, not sold, to you. During the Subscription Period you are granted a personal, non-exclusive, non-transferrable and non-sub licensable right to use the Software. Advalidation retain ownership of all copies of the Software, even if the Software or a portion thereof would be installed on your computer or other hardware device. Advalidation has the unlimited right to assign and/or transfer this license or any part thereof to any third party. You may not assign, transfer or sub license this license, your rights under these Terms of Use or any part thereof to any third party.

7.5

Any third party software (if any) included in the Software, on the Website or in any other software or service provided by Advalidation is licensed to you in accordance with the respective third-party license terms for such software. If any such third-party license terms are applicable to your use of the Software, Website or any other software or service provided by Advalidation, Advalidation will inform you of the application of such third-party license terms on the Website or in another clear manner.

8

By registering an Account, accessing or using the Software, Website and any other software or service provided by Advalidation, you agree to our processing of personal data in accordance with our Privacy Policy (www.advalidation.com/privacy-policy). Furthermore, you represent and warrant that any individual authorized to use the Software, Website and any other software or service provided by Advalidation, on your behalf have read our Privacy Policy and provided any and all necessary consents for our processing of personal data in accordance with our Privacy Policy.

9.1

Advalidation endeavours to keep the Software, Website and/or any other software or service provided by Advalidation available at all times. However, Advalidation neither represents nor warrants that the Software, Website or any other software or service provided by Advalidation will be continuous, uninterrupted or error-free or that any defects will be corrected. The Software, Website and/or any other software or service provided by Advalidation are provided on an "as-is" and "as available" basis, without any express or implied warranties whatsoever, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.

9.2

You acknowledge that Advalidation does not control the transfer of data over communications facilities, including the internet, and that the Software, Website and any other software or service provided by Advalidation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Advalidation is not responsible and shall have no liability for any delays, delivery failures or other damages or losses resulting from such problems.

9.3You acknowledge and agree that you use the Software, Website and/or any other software or service provided by Advalidation at your own risk and that Advalidation is not responsible or liable for any agreement or transaction between you and third-party service providers, including, but not limited to, third party providers of banners, advertisements and other material.

9.4

Advalidation's, including its affiliates', officers', directors', employees', consultants', agents', suppliers' and licensors', total maximum liability for damages from any cause whatsoever, and regardless of the form of action or the cause of action, whether in contract or tort, including gross negligence, shall not exceed the Subscription Fee actually received by Advalidation for your use of the Software, Website and/or any other software or service provided by Advalidation during the three (3) months preceding the time the cause of action arose.

9.5

In no event shall Advalidation, its affiliates, officers, directors, employees, consultants, agents, suppliers and licensors, be liable for any special, indirect, incidental, punitive or consequential damages, regardless of the form of action therefore, whether in contract or in tort, including negligence, including, without limitation, damages or loss to equipment, loss or damages of data, loss of revenue, loss of profits, loss of goodwill, increased expenses of operation, cost of capital, or the claims of third parties including your customers, however caused, regardless of whether such party has been informed of the possibility of such damages

10

Each party (each, an "Indemnifying Party") agrees to indemnify, defend and hold the other party, including its directors, officers, employees, consultants, and agents (each an "Indemnified Party") harmless from and against any third-party claim, loss or damage, expense or liability, including reasonable attorneys' fees and court costs, arising out of or in connection with the breach or alleged breach of any warranty or representation made herein by an Indemnifying Party. The foregoing indemnity are conditioned upon (a) prompt written notice by the Indemnified Party to the Indemnifying Party of any claim, action or demand for which indemnity is claimed; (b) the opportunity for complete control of the defence and settlement thereof by the Indemnifying Party; and (c) such reasonable cooperation by the Indemnified Party in the defence as the Indemnifying Party may reasonably request. Neither party shall, without the prior written consent of the other party, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against the Indemnified Party.

11

Both parties shall be relieved from any and all liabilities by reason of any circumstances beyond its immediate control, which impedes, delays or aggravates any obligations to be fulfilled by it under these Terms of Use, such as changes in laws and regulation or in the interpretation thereof, acts of authorities, electrical, internet or telecommunication outages, war, acts of war, labour disputes, strikes, major accidents and currency restrictions.

12

Notwithstanding any of the foregoing and unless otherwise is expressly agreed, both parties grant each other a limited, non-exclusive license to use each others trademarks, trade names and logos for the sole purpose of listing customers and suppliers in marketing materials, presentations, press material, financial reports and website listings.

13.1

Advalidation reserves the right to amend or change these Terms of Use at any time. In case of material amendments or changes to these Terms of Use, Advalidation will provide a notification on the Website within thirty (30) days before such changes enter into force. If you do not accept the amended or changed Terms of Use you may not access, use or continue to use the Software, Website and/or any other software and service provided by Advalidation. By continuing to access and/or use the Software, Website and/or any other software or service provided by Advalidation, you are expressing and acknowledging your acceptance of the amendments and changes. Advalidation advises you to periodically review the Terms of Use in order to be informed of any changes.

13.2

Advalidation reserves the right to update, amend, change and/or modify the content of the Software, Website and/or any other software or service provided by Advalidation, without prior notification and will not be liable to any party in any way for possible consequences of such changes. Advalidation may suspend, discontinue or restrict access to any portion of the Software, Website and/or any other software or service provided by Advalidation at any time and without notice.

14

Unless otherwise is expressly agreed in writing, these Terms of Use contain the entire understanding between you and Advalidation with respect to the subject matter contained herein and supersede and cancel all prior agreements, negotiations, correspondence, undertakings and communications between you and Advalidation, oral or written, respecting such subject matter. You represent that you have not accepted the Terms of Use in reliance on any oral or written representations made by Advalidation that are not contained in these Terms of Use.

15

If at any time any provision of these Terms of Use is or becomes invalid, illegal or unenforceable under applicable law, the validity, legality and enforceability of the remainder of these Terms of Use shall not be affected. In the event any provision is held in any proceeding to be invalid, illegal or unenforceable, the deficient provision shall be replaced with a new provision permitted by applicable law and having an economic effect as close as possible to the deficient provision.

16.1

These Terms of Use shall be governed and construed in accordance with the laws of Sweden, without regard to its choice or conflict of law principles.

16.2

You and Advalidation agree to the exclusive jurisdiction of the courts of Sweden to resolve any dispute, claim or controversy that arises in connection with these Terms of Use.