This website and online application (hereafter referred to as the “Service”) are owned and operated by Bannerwise B.V. (hereafter referred to as “Bannerwise”, “we”, “us” or “our”), a Dutch registered company at the Dutch Chamber of Commerce with number 63348322 located at Haarlemmerweg 317G, 1051LG Amsterdam, the Netherlands, in accordance with these Terms and Conditions.

These Terms and Conditions govern your use of the Service. By accessing or using the Service, you accept these Terms and Conditions in full and without reservation.

We recommend that you read these Terms of Conditions, furthermore, Bannerwise may change these Terms of Conditions at any time by updating this webpage. Please review the Terms of Conditions regularly to ensure you are aware of any changes. Your continued access to and/or use of the Tool after changes have been made to these Terms and Conditions indicates your agreement to be legally bound by the updated and/or amended Terms and Conditions.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND/OR THE PRIVACY POLICY OR OTHER POLICIES, GUIDELINES OR INSTRUCTIONS POSTED ON THE SERVICE, DO NOT USE THE SERVICE.

Article 1 Validity of these conditions

1.1​ ​These​ ​conditions​ ​will​ ​apply​ ​to​ ​all​ ​negotiations,​ ​offers,​ ​quotations,​ ​agreements​ ​and​ ​other (legal)​ ​acts​ ​entered​ ​into​ ​by​ ​Bannerwise.

1.2​ ​The​ ​client's​ ​assignment​ ​and/or​ ​licence​ ​acquisition​ ​will​ ​be​ ​deemed​ ​to​ ​constitute acceptance​ ​of​ ​Bannerwise’s​ ​Terms​ ​and​ ​Conditions.

1.3​ ​Any​ ​special​ ​provisions,​ ​derogating​ ​from​ ​Bannerwise’'s​ ​Terms​ ​and​ ​Conditions,​ ​will​ ​be binding​ ​only​ ​if​ ​agreed​ ​in​ ​writing.

1.4​ ​Bannerwise​ ​expressly​ ​rejects​ ​the​ ​applicability​ ​of​ ​any​ ​general​ ​conditions​ ​of​ ​the​ ​client.

1.5​ ​In​ ​the​ ​event​ ​of​ ​conflict​ ​between​ ​a​ ​provision​ ​in​ ​one​ ​or​ ​more​ ​agreements​ ​entered​ ​into between​ ​Bannerwise​ ​and​ ​the​ ​Customer​ ​and​ ​the​ ​Terms​ ​and​ ​Conditions,​ ​the​ ​provisions​ ​of the​ ​agreement​ ​or​ ​agreements​ ​will​ ​prevail.

1.6​ ​If​ ​and​ ​to​ ​the​ ​extent​ ​that​ ​any​ ​provision​ ​of​ ​the​ ​Terms​ ​and​ ​Conditions,​ ​or​ ​any​ ​part​ ​of​ ​a provision,​ ​is​ ​declared​ ​null​ ​and​ ​void​ ​or​ ​is​ ​nullified,​ ​the​ ​other​ ​provisions,​ ​or​ ​the​ ​other​ ​part​ ​of the​ ​null​ ​and​ ​void,​ ​or​ ​nullified,​ ​provision,​ ​of​ ​the​ ​Terms​ ​and​ ​Conditions​ ​will​ ​remain​ ​in​ ​full​ ​force and​ ​effect.​ ​In​ ​such​ ​event​ ​Bannerwise​ ​and​ ​the​ ​client​ ​will​ ​consult​ ​on​ ​a​ ​new​ ​provision​ ​to replace​ ​the​ ​null​ ​and​ ​void/nullified​ ​provision,​ ​observing​ ​the​ ​purport​ ​of​ ​the​ ​null​ ​and void/nullified​ ​provision​ ​to​ ​the​ ​extent​ ​possible.

1.7​ ​These​ ​Terms​ ​and​ ​Conditions​ ​will​ ​supersede​ ​any​ ​previously​ ​applicable​ ​Terms​ ​and Conditions.

Article 2 Definitions

In these Terms and Conditions the following terms, when capitalized, and whether used in the single or the plural, will have the following meaning:

Account: the primary means for accessing and using the Bannerwise Services, subject to payment of a Fee designated in the selected Plan;

Add-On: integrations, applications and other add-ons that are used with the Bannerwise Services;

Agreement: the agreement between Bannerwise and the User, including its Authorized Users, for access to and use of the Service;

Authorized Users: means Customer’s employees and contractors (such as media agencies or marketing consultants) who are acting for Customer’s benefit and on its behalf;

Bannerwise: the private company with limited liability in accordance with Dutch laws Bannerwise B.V. having its registered office in (1051LG) Amsterdam at the Haarlemmerweg 317G registered at the Dutch Chamber of Commerce with no. 63348322, VAT no. NL855197481B01;

Customer: a natural or legal person who has accepted these Terms with the Supplier;

Customer Data: files and any other digital data and information, which is subjected to the Bannerwise Services or otherwise inserted to the Services by the Customer;

Fee: regular payment for using the activated Account;

Order Form: any Bannerwise ordering documentation or online sign-up or subscription flow that references this Agreement;

Parties: Customer and Bannerwise;

Plan: various criteria related to the use and functionality of the Bannerwise Services and on which the Fee is based;

Privacy Policy: Bannerwise’s privacy statement, available at https://bannerwise.io/privacy-policy;

Service: the content, features, functionality, tools, data, software applications and APIs provided by Bannerwise via https://bannerwise.io and/or other designated websites, as described in the applicable Order Form;

Subscription Term: the initial term for the subscription to the applicable Bannerwise Service, as specified on Customer's Order Form(s), and each subsequent renewal term (if any);

Terms and Conditions: these Terms and Conditions;

Third Party Services: any Add-On, applications, integrations, software, code, online services, systems and other products not developed by Bannerwise;

We, Us, Our or Supplier: Bannerwise;

Website: the Bannerwise websites, available at http://bannerwise.io, underlying (sub-)domains and any underlying pages, owned by Bannerwise;

You or Your: the company or other legal entity for which you are accepting this Agreement;

Article 3 Use of the Service

3.1 In order to use the Service, Customer and its Authorized Users are required to establish a user account (an “Account”) for the Service.

3.2 The Service is intended solely for persons who are 18 or older. Any access to or use of the Service by anyone under 18 is expressly prohibited. By accessing or using the Service you represent and warrant that you are 18 or older.

3.3 Anyone who registers, agrees that all information supplied on registration is true and accurate and will be kept up to date at all times.

3.4 You are responsible for the security of your username and password. Bannerwise shall not be held liable for any damage resulting from your failure to comply with this security obligation.

3.5 If you subscribe to the Service on behalf of a business, you represent to Bannerwise that you have the authority to bind that business and that your acceptance of this Agreement will be treated as acceptance by that business.

3.6 Accounts are granted to specific Customers and must not be shared with others. If several persons need to use an Account on behalf of Customer, Customer must designate such persons as Authorized Users. Each such user shall be subject to the restrictions set forth in these Terms and Conditions. Bannerwise is not responsible for verifying the right of representation or validity of Authorization of any user. However, Bannerwise may ask additional information or proof of the person’s credentials. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials.

3.7 We have the right to block, cancel or remove your Account, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms and Conditions.

3.8 As long as you comply with this Agreement, Bannerwise grants you a worldwide, limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service as it is intended to be used and in accordance with this Agreement and applicable law. Bannerwise grants you no other rights, implied or otherwise.

3.9 You may not use the Service to disseminate any unlawful or other objectionable material, or to harm others or the Service itself. For example, you must not: use the Service to harm, threaten, or harass another person, organization, or Bannerwise; damage, disable, overburden, or impair the Service; resell or redistribute any part of the Service or access to the Service, including the sale or purchase of an Account; use or attempt to use any unauthorized means to modify, reroute, or gain access to the Service; use any automated process or service (such as a bot, a spider, periodic caching of information stored by Bannerwise, or metasearching) to access or use the Service, or to copy or scrape data from the Service; or obtain (or try to obtain) any data from the Service, except the data that we intend to make available to you.

3.10 Bannerwise may provide Customer with an Bannerwise Service for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta” or other early-stage Bannerwise Services, integrations or features (“Beta Releases”). This Section will apply to any Free Access Subscription or Beta Release and supersedes any contrary provision in this Agreement. Bannerwise may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases. Nevertheless, and without limiting the other disclaimers and limitations in this Agreement, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS AND OTHER PROBLEMS FOR WHICH BANNERWISE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF A BETA RELEASE IS AT CUSTOMER’S SOLE RISK. Bannerwise makes no promises that future versions of a Beta Release will be released or will be available under the same commercial or other terms. Bannerwise may terminate Customer’s right to use any Free Access Subscription or Beta Release at any time for any reason or no reason in Bannerwise’s sole discretion, without liability.

Article 4 User content

4.1 By using the Service, you grant Bannerwise a worldwide, irrevocable, non-exclusive, royalty free license to use all material (including without limitation text, images and other visual material, hereafter referred to as the “User Content”) you upload or post to the Service. The content as given will not be shared with third parties except for the parties as chosen by you. You hereby acknowledge that all content as posted to the Service is already publicly available.

4.2 You may not upload or post to the Service or otherwise use in any way in connection with your use of the Service User Content which includes any text, images or other material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right. The burden of determining that any material is not protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from your violation of this prohibition. All trademarks and/or service marks displayed on the Service are the exclusive property of their respective owners, and may not be used without the owner’s permission.

4.3 Bannerwise does not claim ownership of the User Content. Although Bannerwise reserves the right to edit or remove any User Content you upload or post to the Service, we do not control or verify the User Content that you upload or post to the Service, nor do we undertake to monitor the User Content uploaded or posted to the Service.

4.4 You control who may access your User Content. When you give others access to your User Content on the Service, you grant them free, nonexclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public such User Content solely in connection with the Service. If the User Content includes a photograph or other digital image, you also expressly waive any and all rights of privacy and publicity with respect to the image. If you do not want others to have those rights, do not use the Service to share your User Content.

4.5 Bannerwise may need, and you hereby grant to Bannerwise the right, to use, modify, adapt, reproduce, distribute, publish and display any User Content posted on the Service. These rights apply solely to the extent necessary for the operation of the Service.

4.6 User Content that violates these Terms and Conditions or your local laws is not permitted on the Service. Bannerwise reserves the right to review content for the purpose of enforcing these Terms and Conditions. If you share User Content on the Service in a way that infringes others’ copyrights, other intellectual property or proprietary rights, or publicity or privacy rights, you are breaching these Terms of Conditions. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use of the User Content does not violate any law. We may remove your content from the Service at any time and for any reason, including if: (i) you breach these Terms and Conditions; (ii) the User Content exceeds limits on storage or file size; or (iii) we cancel or suspend your access to the Service. Bannerwise performs monitoring activities to ensure suitability of content as set out in these Terms and Conditions, and, whether as a result of such monitoring or upon receiving notification of unsuitable content from third parties, Bannerwise reserves the right to remove any or all User Content from the Service. You agree to immediately take down any Content that violates the Terms and Conditions, including pursuant to a take down request from Bannerwise. In the event that you elect not to comply with a request from Bannerwise to take down certain User Content, Bannerwise reserves the right to directly take down such Content or to disable access to the Service.

4.7 You are responsible for backing up the User Content that you store on the Service. We may permanently delete your User Content from the Service if your access to the Service is suspended or canceled. We do not have any obligation to return User Content to you after your access to the Service has been suspended or canceled. If User Content is stored with an expiration date, we may also delete the User Content as of that date. User Content that is deleted may be irretrievable.

4.8 You agree that Bannerwise is not responsible for any product or professional service that is shown within the Service and originates from a source other than Bannerwise. All matters concerning the products or professional services offered by third parties, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the third parties. We make no warranties or representations whatsoever with regard to any products or professional services by third parties. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.

Article 6 Upgrading and downgrading

6.1 Upon sign-up for an Account, the Customer must select a Plan. Different rates apply to different Plans. Any Client has the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. If you choose to upgrade or downgrade your Service during the Subscription Period, your Service will be immediately upgraded or downgraded. In such an event, the Client’s credit card on file with the Supplier will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

6.2 No refunds will be made in relation to any downgrade during the Subscription Period.

6.3 Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Customer Data.

Article 7 Intellectual Property Rights

7.1 All information, data, text, documents, graphics, logos, designs, images, pictures, photographs, videos, weblogs, interactive features or other content, services or materials (or any part of them) accessible on the Service (hereafter referred to as the “Materials”) are protected by copyright, trademarks, database rights and other intellectual property rights and are owned by or licensed to Bannerwise or are otherwise used by Bannerwise as permitted by applicable law. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or right to use the Materials other than as permitted in these Terms and Conditions. Unless you have permission from the creator or original content supplier, you agree not to download, cache, reproduce, modify, edit, alter or enhance any of the Materials.

7.2 Bannerwise owns and retains all proprietary rights to the Service and all associated copyrights, trademarks, brands, service marks, patents, object’s library, characters, props or other proprietary rights under law. All of the trademarks, service marks, brand and trade names and logos appearing on the Service are the proprietary intellectual property of the owners of such marks or names and you may not use, modify, remove or otherwise infringe any of such proprietary intellectual property. By agreeing to use the Service you agree to receive newsletters, alerts, promotional and other emails from Bannerwise. You may unsubscribe from these mailing lists as required by law via the Service.

7.3 We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, if you or anyone else with access to your account makes any content public, you agree to allow others to view and share your content.

Article 8 Privacy and Security

8.1 We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is incorporated into these Terms and Conditions by this reference, and you confirm that when using the Service, you consent to your personal data being used and processed in accordance with our Privacy Policy.

Article 9 Disclaimers of warranty

9.1 PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES: BANNERWISE DOES NOT WARRANT THAT THE FUNCTIONAL ASPECTS OF THE SERVICE WILL BE ERROR FREE, OR THAT THE SERVICE WILL BE CONSTANTLY AVAILABLE, OR AVAILABLE AT ALL, OR THAT TRANSMISSION OF DATA TO / FROM THE SERVICE WILL OCCUR AT ANY MINIMUM SPEED OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BANNERWISE DOES NOT WARRANT OR REPRESENT THAT ANY CONTENT ASSOCIATED WITH OR USED IN CONNECTION WITH THE SERVICE IS FACTUAL OR ERROR-FREE OR THAT THE USE OF SUCH MATERIAL WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. BANNERWISE RESERVES THE RIGHT TO CORRECT ANY ERRORS ON IN THE SERVICE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT EVERYTHING ASSOCIATED WITH THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BANNERWISE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE MATERIAL CONTAINED ON THE SERVICE OR RESULTS TO BE OBTAINED FROM USING THE SERVICE. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, BANNERWISE DOES NOT MAKE ANY REPRESENTATION ABOUT THE QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH USE OF THE SERVICE.

Article 10 Limitation of Liability

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,

CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE USE OF ANY MATERIALS, USER CONTENT OR OTHER MATERIAL ON THE SERVICE OR ANY WEBSITE OR WEBSITES LINKED TO THE SERVICE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU IN THE LAST TERM, IF ANY, FOR ACCESSING THE SERVICE, AND IN NO EVENT EXCEED ONE THOUSAND EURO (€1000.00). IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE SERVICE. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Article 11 Third Party Links

11.1 The Service may contain links to or allow you to interact with and make use of other independent third-party websites, products or services (“Third-Party Services”). Access to Third-Party Services is provided solely as a convenience. Third-Party Services are not under Bannerwise’s control and Bannerwise does not necessarily endorse the content, advertising, products, services or other materials on or available from such Third-Party Services. Your use of any Third-Party Services may be subject to the third-party provider’s terms and conditions and privacy policy and may involve the disclosure or transfer of information from or about you to the third-party provider. You will need to make your own independent judgment regarding your use of and interaction with any Third-Party Services. You acknowledge and agree that Bannerwise is not responsible for the availability of any Third-Party Services and that Bannerwise shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with you use of or interaction with any Third-Party Services.

Article 12 Termination

12.1 Bannerwise may at any time and without notice terminate your Account in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under these Terms and Conditions. Bannerwise may also suspend or terminate your access to the Service if you have a free Account and have not accessed it for ninety (90) or more consecutive days, in which case Bannerwise will provide notice of any such suspension or termination at least seven (7) working days prior to the Account being terminated.

You may terminate your access to the Service at any time, with or without cause. Information and direction on how to terminate your access to the Service will be provided on request by Bannerwise. Upon any termination of your access to the Service: (i) your Account may be canceled and closed or suspended and your user identification code and password shall be deactivated; (ii) all User Content uploaded by you shall be removed from the Service.

12.2 Cancellation of your Account shall not relieve you of any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated.

Article 13 Applicable law and competent court

13.1 These Terms and Conditions, the Agreement and the use of and access to the Service are governed by the laws of the Netherlands, unless a mandatory or peremptory rule of (international) law prescribes another applicable law. The applicability of the Vienna Convention on the Sale of Goods is expressly excluded.

13.2 All controversies, disputes or claims arising out of or relating to these Terms and Conditions, the Agreement and/or the use of or access to the Service will be exclusively and finally settled by the competent court in the district of Amsterdam, unless a mandatory or peremptory rule of (international) law prescribes another competent court.

Article 14 Miscellaneous

14.1 All terms and conditions of these Terms and Conditions which are destined (whether expressed or not) to survive the duration or termination of the agreement between Parties shall so survive.

These Terms and Conditions constitutes the final and complete expression of the Parties’ agreement and understanding with respect to the subject matter herein and supersede all other prior agreements.

Your use of the Service does not give you any authority to act as an agent, legal representative or employee of Bannerwise or of any third party with whom Bannerwise has a relationship, and you agree not to represent that you are otherwise.

14.2 Bannerwise may transfer, sub-contract or otherwise deal with Bannerwise’s rights and/or obligations under these Terms and Conditions without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms and Conditions.

14.3 Should any of the provisions of these Terms and Conditions be determined to be null and void, invalid and/or otherwise unenforceable, this shall in no way affect the legality, validity and/or enforceability of the other provisions of these Terms and Conditions. Moreover, upon such determination of one or more provisions of these Terms and Conditions being, in whole or in part, void, invalid or unenforceable, the Parties shall negotiate in good faith in order to replace the provision in question with a valid and enforceable provision which in its economic effect complies most with the void, invalid or unenforceable provision.