iPROM Publisher Services – General Terms and Conditions (TOC)
These publisher services general terms and conditions (hereinafter: TOC) define and govern the terms under which iPROM’s publisher services and technologies are provided to the PUBLISHER, including the fees or subscriptions to be paid to iPROM, special terms that the PUBLISHER must meet to engage into iPROM’s publisher services and other terms for the use of the service.
The Publisher services – General Terms and Conditions apply to the following services for publisher provided by iPROM:
- iPROM Header Bidding Setup
- iPROM Header Bidding Wrapper
- iPROM Header Bidding Adapter
- iPROM Publisher Dashboard
- iPROM Yield Optimization Service
These General Terms and Conditions are between iPROM and the PUBLISHER (each a PARTY and collectively PARTIES) listed in the applicable INSERTION ORDER.
In this TOC, unless the context clearly requires or indicates otherwise, the following advertising terms shall have the meaning ascribed to them below:
Ad / Advertisement are Advertising materials: Any digital advertisement, that can be text, videos, graphic designs, rich media and other advertising formats or any combination of the creative materials in a logical ad unit that is displayed on publisher’s sites to users.
Advertiser / Buyer: The final advertiser, that can be the advertiser of which the ad is shown, such as advertising agency, trading desk, or any other entity with the technology to buy Ad Inventory.
Ad Impression: A measurement of responses to Ad Requests from ad serving technology on publisher’s websites, resulting in one-time display of the ad material to one user.
Advertising Inventory / Ad Inventory: All the advertising placements made available by publisher, including placements for banners, advanced and custom formats, video streams, native ads, advertising links and other placements available on publisher’s sites.
Ad Serving: A process executed by the Ad Server, which technically routes the Ad, and displays it on the publisher’s site on a specific Ad Space.
Ad Tag: A piece of code that serves any kind of advertisement and identifies an Ad Space.
Ad Request / Ad Call: A one-time calling of the advertising code (Ad Tag) by user’s browser to be processed by Ad Serving to display an Ad.
(Approved) Demand Partner(s): All the partners approved by iPROM, such as direct Advertisers, Ad exchanges, SSPs, DSPs, DMPs etc. with whom iPROM forms business relationships on behalf of the publisher, enabling the publisher to benefit from a wider portfolio of demand partners.
Demand Side Platform (DSP): Online advertising platform, consisting of technology, software, tools, algorithms, infrastructure, and other parts, that allows Advertisers to buy advertising inventory on publisher’s sites by auction.
Supply Side Platform (SSP): The inventory is bought by Demand Side Platforms through Supply Side Platforms (SSPs), that are online platforms, consisting of technology, software, tools, algorithms, infrastructure, and other parts, that allow publishers to sell advertising inventory by auction (near real time).
Website(s) or Publisher’s Websites: Any websites (internet domains), digital applications or other IoT resources available on internet that are owned or directly operated by the publisher and on which iPROM is authorized to implement any kind of iPROM Publisher Technology.
User(s): Refers to a third party that is viewing website(s) through a browser application, namely specialized software for webpage viewing on different devices such as desktop computers, mobile phones, smart TVs and others.
Traffic: Number of page views performed by the Users on the Publisher’s website.
2. IPROM Publisher Dashboard Terms
- iPROM will provide to the PUBLISHER one or more logins and passwords for access to the IPROM PUBLISHER DASHBOARD and corresponding administrative controls by authorized personnel of the PUBLISHER.
- Upon a request made by the PUBLISHER and acceptance of the request by iPROM, PUBLISHER’S representative will be assigned with a username and password that will allow access to the account, becoming a registered user.
- Each PUBLISHER’S representative must provide truthful and complete registration information and keep them up-to-date and must agree to the terms of this TOC and to any other related additional terms and conditions for the use of IPROM PUBLISHER DASHBOARD or any other reasonable term required.
- PUBLISHER’s REPRESENTATIVES that are registered users are not allowed to share their usernames and passwords and other sensitive data with third parties except as otherwise set out in this TOC.
- The PUBLISHER agrees that any failure of PUBLISHER REPRESENTATIVES that are registered users to do as agreed in this TOC will constitute a breach of this TOC by the PUBLISHER, which might result in immediate termination of IPROM PUBLISHER DASHBOARD. In such case iPROM has the right to disable and delete each registered account immediately and all the PUBLISHER’S data in any platform 30 days after the termination or expiration of the collaboration.
- The PUBLISHER shall not distribute the IPROM PUBLISHER DASHBOARD, or make it available or sell, sublicense, reproduce, publish, display, or perform the accounts, or prepare derivative works for any reason, including for non-commercial purposes.
- iPROM reserves the right to disrupt or stop temporarily the operation and function of IPROM PUBLISHER DASHBOARD for technical reasons such as maintaining, updating, or upgrading service, in case of hostile network attacks, force majeure or excessive Ad Calls.
- The PUBLISHER agrees that iPROM will have no responsibility for the PUBLISHER’S inability to use IPROM PUBLISHER DASHBOARD due to internet or other network interruption, communications failure, server downtime or other force majeure.
- The transmission of data that are shown in IPROM PUBLISHER DASHBOARD is subject to possible technical limitations and delays attributed to the use of telecommunication services, demand platforms and related technologies.
- iPROM will use reasonable endeavours to make the IPROM PUBLISHER DASHBOARD accessible to the PUBLISHER 24 hours per day, 7 days per week, except for any downtime for maintenance, update, or repair.
- iPROM will use reasonable endeavours to notify the PUBLISHER or publish a notification for any planned downtime of the IPROM PUBLISHER DASHBOARD.
- iPROM will use reasonable endeavours to contact the PUBLISHER directly by email to warn PUBLISHER prior to suspension or termination of the IPROM PUBLISHER DASHBOARD for any reason.
3. Fulfilment of advertising requests
- iPROM does not guarantee to the PUBLISHER to respond to every Ad Request sent to the HEADER BIDDING, as its response greatly depends upon the existence and amount of Approved Demand Partner bids. iPROM’s role is limited to setting up demand sources, aggregating the bids and optimizing yield in general for the PUBLISHER.
- iPROM has no responsibility for reviewing the content of any advertisement appearing on the PUBLISHER’S Website. iPROM will require and set up rules from Demand Partners to meet ad quality standards but cannot assure the quality control of the ads.
- PUBLISHER may request to block a specific Advertiser or a category at any time. Such a request must be done in writing.
- Neither PARTY may remove a live or presently served ad, unless it violates this TOC.
4. Publisher’s General Obligations
- The PUBLISHER grants to iPROM the right of the first view over the agreed Ad Inventory. The PUBLISHER shall use the iPROM HEADER BIDDING SOLUTION to sell the Ad Inventory in real time. It is recommended to the PUBLISHER to provide fallback mechanisms to serve alternative advertisement.
- Use of the iPROM PUBLISHER’S SERVICES is solely at PUBLISHER’S own risk. The use (any action or omission) of iPROM PUBLISHER SERVICES is the sole responsibility of the PUBLISHER.
- The PUBLISHER shall perform or allow IPROM’s technical experts to place header bidding code and Ad Tags for the agreed Ad Inventory and do all the other necessary technical setups to implement the header bidding on PUBLISHER’S Website(s).
- The PUBLISHER will not modify the header bidding setup or iPROM HEADER BIDDING SOLUTION, modify any Ad Tags or other programming code in such a way as to impact iPROM’s ability to serve Ads or count Ad Impressions or a user’s ability to view Ads.
- The PUBLISHER grants iPROM a worldwide non-exclusive, non-transferable, royalty-free license to use the PUBLISHER’S company name, service, and/or logos for use by iPROM on IPROM’S web site, promotional materials, and marketing collateral in conjunction with iPROM’s PUBLISHER’S SERVICE.
5. Publisher’s Website(s) Requirements
- iPROM must approve each specific PUBLISHER’S Website for the use of the SERVICE. For approval needs iPROM might request additional information about the Website, such as site statistics, description of the site, dominant content category etc. iPROM reserves the right to reject or exclude any PUBLISHER’S Website.
- The PUBLISHER declares that the Website(s) that are subject to iPROM PUBLISHER’S SERVICE implementation do not contain, and do not redirect users to any of the following content: pornographic material, incitement to racial hatred, violence, discrimination based on race, sex, religion, or nationality, hacking material, promotion of any kind of abuse on internet, and more generally, any illegal activity, counterfeiting, infringement of privacy, defamation, or any other content deemed inappropriate or harmful.
- The PUBLISHER additionally declares that and warrants that the Websites are not directed to children under the age of 16.
- The PUBLISHER shall display a reasonable number of Ads per page, and shall not display Ads on blank pages, or pages without content, the Ads to be visible to the user during normal browsing on the Website.
- iPROM may reject, remove, or deactivate specific Ad Inventory that does not comply with its respective policies or does not comply with any applicable law, rule or regulation, or for any reasonable business reason.
- The PUBLISHER will not engage in any deceptive or fraudulent activity with respect to delivery of Ad Impressions to Ad Inventory, such as use of automated, deceptive, or misleading means, either to create inventory, increase impression counts or simulate performance metrics.
- iPROM has the right to occasionally perform anti-fraud checks and audit PUBLISHER’s traffic and users or engage independent third-party measurement providers at any time.
- The PUBLISHER will not assist or knowingly permit any third party to modify the header bidding setup, modify any Ad Tags or other programming code in such a way as to impact iPROM’s ability to serve Ads or count Ad Impressions or a user’s ability to view Ads.
- Should the PUBLISHER fail to adhere to its obligations or not perform in line with the set standards of quality, professionalism, or performance in relation to iPROM, iPROM may terminate the collaboration with immediate effect and without any further obligations towards the PUBLISHER or any of its partners.
6. Fees and payments
- iPROM will give access to PUBLISHER to the IPROM PUBLISHER DASHBOARD which is going to provide statistics of the advertising revenue.
- iPROM undertakes the clearing, collection, and payment of all executed transactions from all the Approved Demand Partners.
- The PUBLISHER sends an invoice once per month based on the reports provided in the IPROM PUBLISHER DASHBOARD that is to be paid within sixty (60) days from the invoice being issued, unless otherwise agreed by the PARTIES in writing.
- The PUBLISHER’S INVOICE sums up the winning bid prices for Ad Calls to the amount remaining after the deduction of iPROM’s fees as agreed in this the INSERTION ORDER AND TOC, at the end of every calendar month for the Ad Inventory of that specific month.
- No payment shall be made to the PUBLISHER for any amount less than 50 EUR. Any such outstanding amount will be carried over to the following payment period.
- iPROM has no obligation for payment of any amount, if unable to provide the PUBLISHER with an ad for a bid request or provides an ad and bid price that the PUBLISHER does not accept.
- iPROM has no obligations for payment of any amount for any Ad Call, impression or click generated in connection with fraudulent traffic or any amount declared that is created in breach with this TOC or against its governing principles.
- iPROM has the right to withhold payments to the PUBLISHER in the event of breaching any obligations in the TOC.
- Any PUBLISHER revenue that remains unpaid by a Demand Partner for a period over one-hundred twenty (120) days from the date of the invoice, shall be deemed an outstanding receivable, and an adjustment for such outstanding receivable may be made in the subsequent monthly statement. iPROM will not pay the PUBLISHER for any outstanding receivable (i.e., receivable not paid by the Demand Partner to iPROM).
- The PUBLISHER shall then have the right to pursue collection of the outstanding receivable directly from the applicable Demand Partner, with reasonable assistance from iPROM upon request. The iPROM fees related to an outstanding receivable shall only be payable as to the portion of the outstanding receivable collected by the PUBLISHER or iPROM from the Demand Partner.
- The currency for the purpose of the iPROM PUBLISHER SERVICES is: EUR.
- The PUBLISHER’s invoices shall include any applicable VAT.
- Charges are exclusive of other taxes. The amounts invoiced hereunder do not and will not include any taxes levied by or due to any duly authorized taxing authority. Each PARTY will pay its applicable taxes or other government charges on the transactions contemplated hereby, including without limitation sales, value-added, use, transfer, withholding, privilege, excise and other taxes and duties.
- All executed transactions are final.
7. Data Processing
- PUBLISHER agrees that iPROM may collect, access, and use non-identifying data to improve the PUBLISHER SERVICE and other iPROM’s products, programs and/or services. This non-identifying data may include on-site user behaviour and user/page content data, URLs, statistics or internal search queries. The data are collected through the Ad Unit call and stored with a iPROM cookie for a maximum period of 24 months.
- The PUBLISHER retains all right, title and interest in and to all data derived from the Ad Inventory or the publication of advertisements therein. Publisher Data shall not include any data provided or made available by PUBLISHER SERVICE, its Demand Partners or third-party service providers. iPROM retains all right, title and interest in and to all iPROM Data.
- The PUBLISHER acknowledges that IPROM and Demand Partners may drop cookies on its users in connection with the PUBLISHER SERVICE. Publisher hereby grants iPROM and its Demand Partners a limited, revocable, royalty-free right to collect, use and share user data (including Publisher Data) that is passed by the PUBLISHER or collected by iPROM or Demand Partner in connection with the delivery and optimization of the PUBLISHER SERVICE during the duration of the collaboration, to use such data in an aggregated, non-site specific format during and after the collaboration duration, and in response to a legal demand or process during and after the collaboration.
- Both PARTIES represent and acknowledge that the relevant information may be subject to GDPR and other applicable policies, and in such event both PARTIES shall irrevocably subject themselves and comply with GDPR and the other applicable policies.
8. Intellectual Property
- Each PARTY acknowledges and agrees that:
- The patents, trade secrets, know-how, copyrights, trademarks, logos, service marks, moral authorship and other proprietary rights to and in any service, product, technology, platform, source code, algorithms, invention or business method (“INTELLECTUAL PROPERTY”) of the other PARTY shall remain the sole property of that PARTY.
- No PARTY shall at any time contest the validity of the other PARTY’S Intellectual Property during the term of this TOC and after its expiry/termination.
- No PARTY shall copy, modify, distribute, transfer, sell, reproduce, publish, perform, reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct or obtain any source code from, prepare derivative works or otherwise use the Intellectual Property of the other PARTY except as explicitly set forth in this TOC.
- The PUBLISHER shall not allow any third party or unauthorized user or computer system to access or use the IPROM PUBLISHER DASHBOARD and it will take all reasonable steps to protect account from unauthorized access or use.
- PUBLISHER acknowledges that the iPROM PUBLISHER SERVICES and Intellectual Property of iPROM (including all methods, concepts or techniques utilized therein and improvements or enhancements thereto, regardless of the party or parties responsible for such improvements and/or enhancements) and its related documentation are commercially valuable to iPROM and constitute iPROM’s exclusive proprietary information and are to be treated as confidential information of iPROM.
- Except for right to receive or access the PUBLISHER SERVICES selected by PUBLISHER, no right in or title to the PUBLISHER SERVICES or Intellectual Property of iPROM or any improvements thereto shall be deemed to have been vested in or transferred to PUBLISHER under the terms of the TOC.
- All title to and ownership of the PUBLISHER SERVICES, and the Intellectual Property rights therein or associated therewith, remain with iPROM.
- The PUBLISHER acknowledges that iPROM shall exclusively own and may use any ideas, concepts, modifications, suggestions, improvements, enhancements and information arising out of PUBLISHER’s use of the PUBLISHER SERVICES.
- This section states iPROM’S entire liability and the PUBLISHER’S sole and exclusive remedy for Intellectual Property infringement claims and actions.
- Unless otherwise defined herein confidential information (“CONFIDENTIAL INFORMATION”) means all non-public information disclosed by or for a Party in relation to these Terms, including any communications related to the PUBLISHER SERVICE; any iPROM’s software, technology, programming, specifications, materials, guidelines and documentation relating to the PUBLISHER SERVICE including Ad Tag code and other code, and any information that a reasonable person familiar with the Internet and online advertising would consider proprietary and confidential. CONFIDENTIAL INFORMATION does not include any information the receiving PARTY can demonstrate (through competent evidence) is:
- already known by it without restriction,
- rightfully furnished to it without restriction by a third party not in breach of any confidentiality obligation,
- generally available to the public without breach of the TOC or
- independently developed by it without reliance on such CONFIDENTIAL INFORMATION.
- The PARTIES agree that iPROM may disclose to its Advertisers the fact that the PUBLISHER is a source of inventory, and domain-level statistics concerning iPROM’s buying activities on the Website(s).
- Except for the specific rights granted in this TOC, the receiving PARTY shall not access, use or disclose any of the disclosing PARTY’S CONFIDENTIAL INFORMATION, and shall protect the disclosing PARTY’S CONFIDENTIAL INFORMATION using at least the standard of care used to protect its own CONFIDENTIAL INFORMATION, but not less than reasonable care.
- The receiving PARTY shall ensure that its employees and contractors with access to such CONFIDENTIAL INFORMATION have a need to know for the purposes of this TOC and have agreed to restrictions at least as protective of the disclosing PARTY’S CONFIDENTIAL INFORMATION as this TOC. Each PARTY shall be responsible for any breach of confidentiality by its employees and contractors.
- Each PARTY may disclose CONFIDENTIAL INFORMATION to comply with a court order, lawful requirement of a governmental agency or when disclosure is required by operation of law.
- Prior to any such disclosure, the receiving PARTY shall use reasonable endeavours to promptly notify the disclosing PARTY in writing of such requirement to disclose, cooperate with the disclosing PARTY in protecting against or minimizing any such disclosure or obtaining a protective order and otherwise limit the disclosure to the greatest extent possible under such circumstances.’
10. Limitation of Liability
- iPROM is not liable for the acts and/or omissions of any Advertiser, or Demand Partner, for PUBLISHER’ Websites, or the content of Ads made available on the service, or in the event of the insolvency of an Advertiser.
- iPROM is not liable for any issues involving deficiencies attributable to third party software providers. PARTIES shall always endeavour to resolve issues involving deficiencies attributable to third parties (Microsoft, CDN providers, cloud services, internet providers, hosting centers, hardware, etc.) jointly, trying to avoid payment of indemnification or penalties by either of the PARTIES.
- The PARTIES are released from any liability for partial or full failure to fulfil the obligations hereunder, if such failure is caused by any insuperable force circumstances (force-majeure) beyond reasonable control of the PARTIES. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of regulatory agencies, or national disasters, pandemics, epidemics, quarantines. If a force majeure event continues for more than ninety (90) days, then the PARTY not experiencing the force majeure event may terminate collaboration at any time thereafter upon providing written notice to the other PARTY.
- In no event shall either PARTY, its affiliates, and their respective directors, officers, employees, shareholders, representatives or agents be liable to the other PARTY, its customers, or any other person or entity in connection with or arising out of this TOC for any usual, special, consequential, incidental or reliance damages (or any loss of revenue, profits or data), however caused, whether for breach of contract, tort, negligence or under any other legal theory, whether foreseeable or not and whether or not the PARTY has been advised of the possibility of such damage.
- Neither PARTY will be liable for any special, indirect, consequential, punitive or exemplary damages in connection with this TOC, however caused and under whatever theory of liability, even if the other PARTY has been advised of the possibility of such damages, to the maximum extent permitted by law. Each PARTY’s liability under this TOC for any claim or related group of claims, for whatever cause, whether in an action, in contract or in tort or otherwise, will be limited to general monetary damages and shall not exceed an amount equal to the aggregate fees actually paid/received (whichever is higher) during the immediately preceding 6 months.
- iPROM hereby disclaims all warranties with respect to PUBLISHER’S SERVICE, whether express or implied, including warranties of merchantability, and fitness for any particular purpose.
- IPROM does not warrant that the PUBLISHER’S SERVICE will operate uninterrupted or error-free and it is possible that the IPROM PUBLISHER’S SERVICE may be inaccessible, unavailable, or inoperable from time to time.
- IPROM makes no representation or warranty about the result the PUBLISHER will obtain through the PUBLISHER’S SERVICE including the level of ad unit impressions or clicks on any ad unit or the timing of delivery of such impressions and/or clicks.
- IPROM is not responsible for the receipt of queries from end users of the site(s) or the transmission of data between the Website(s) and iPROM.
- The PUBLISHER agrees to indemnify, defend, and hold harmless iPROM and its officers, directors, shareholders, corporate affiliates, agents, successors and assigns (“iPROM’s INDEMNIFIED PARTIES”) from and against any claim against the iPROM’s INDEMNIFIED PARTIES arising out of, related to, or alleging:
- Any violation of any Publisher property of applicable laws or the inclusion of any prohibited content on any PUBLISHER’s property.
- Infringement of any intellectual property right of a third-party, or misappropriation of any trade secret, by PUBLISHER or its clients.
- Notwithstanding anything to the contrary herein, the indemnification obligations of the PUBLISHER does not apply to the extent that a Claim arises out of iPROM’S violation of this TOC.
- If any of the PUBLISHER SERVICES becomes, or in iPROM’s opinion is likely to become, the subject of a claim under this TOC, iPROM may, at its sole option and expense, either procure for PUBLISHER the right to continue using the applicable PUBLISHER SERVICES, replace or modify the applicable PUBLISHER SERVICES so that it becomes non-infringing, or terminate the collaboration upon written notice to PUBLISHER.
- Notwithstanding the foregoing, iPROM will have no obligation with respect to any infringement claim based upon any use of the PUBLISHER SERVICES not in accordance with this TOC or for purposes not intended by iPROM, any use of the PUBLISHER SERVICES in combination with other products, equipment, or software not supplied by iPROM, or any modification of the PUBLISHER SERVICES by any person other than iPROM or its authorized agents or subcontractors.
12. Duration and termination
- This collaboration is entered into for a period of 12 months and enters into force on the day when INSERTION ORDER is signed by all PARTIES.
- The collaboration is automatically renewed for subsequent 12 months’ periods, unless one of the PARTIES sends a written cancelation notification 30 days prior to the expiration.
- Each PARTY may terminate the collaboration without cause at any time by observing a 90 days’ notice period. The termination notice must be sent to the address of the other PARTY (in case of doubt to the address stated herein) with registered mail. The notice period begins to run on the next day after the termination notice is sent to the other PARTY with registered mail. If the termination notice is sent by e-mail, the other PARTY must confirm its receipt for the termination notice to have effect.
- In any case of termination and/or expiry of the collaboration, iPROM is entitled to the agreed compensation for the service provided until the termination/expiration date.
- Termination of the collaboration may result in the termination of IPROM PUBLISHER DASHBOARD, destruction/deletion of all information regarding the PUBLISHER’S ACCOUNT AND DASHBOARD and deletion of all associated data and information in the account 30 days after the termination of collaboration.
- In case of termination of the collaboration the PUBLISHER will make sure to deactivate any code or tags provided by iPROM for the provision of the services agreed in this TOC. The PUBLISHER will deactivate code or tags no later than in 7 business days after the effective termination date.
- Each PARTY has a right to terminate the collaboration in a case of any breach of provision of this TOC. If the breach is capable of cure, the breaching PARTY will have 10 business days from the notice date to cure the breach. In case the breach is not cured or in case of non-curable breach of provisions, the collaboration can be terminated with immediate effect.
- iPROM has the right to terminate the collaboration with immediate effect and withhold all payments, if the PUBLISHER engages in any deceptive or fraudulent activity with respect to delivery of Ad Impressions to Ad Inventory, such as use of automated, deceptive or misleading means, either to create inventory, increase impression counts or simulate performance metrics.
- Each PARTY may terminate the collaboration immediately if the other PARTY becomes insolvent or seeks protection under any bankruptcy receivership or similar, trust deeds, creditors arrangements, or any such proceedings are instituted against the other PARTY.
- In case the collaboration is terminated by either PARTY or the duration of collaboration expires, and the PARTIES do not agree on its prolongation, the PUBLISHER is obliged to return all the data, documents and other materials related to the rendered service(s) to iPROM and delete/destroy any data that cannot be returned. All the Intellectual Property that originates from the partnership period is owned by iPROM.
- In case of termination of the collaboration, any provisions that by their nature are intended to survive, will survive termination, including and without limitations warranty disclaimers, confidentiality provisions, indemnity provisions, provisions regarding intellectual property and limitations of liability.
- Each PARTY represents and warrants that it possesses the requisite rights, powers, and legal capacity to enter into this collaboration with signing the INSERTION ORDER.
- The PUBLISHER may not take over commitments on behalf of iPROM or legally bind iPROM in any way.
- The terms and conditions of this TOC shall inure to the benefit of and be binding upon the PARTIES and their respective successors and permitted assigns. Neither PARTY may assign their rights or delegate their obligations under this TOC without the prior written consent of the other.
- The failure of a PARTY to exercise any right or remedy under this TOC shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
- No supplement, modification or amendment of this TOC shall be binding unless executed in writing by the PARTIES.
- If any provision of this TOC is held to be illegal, invalid or unenforceable under present or future legislation by any court of the competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of any other provisions or of the same provision as applied to any other fact or circumstance and such illegal, unenforceable or invalid provision shall be modified to the minimum extent necessary to make such provision legal, valid or enforceable, as the case may be.
- The PARTIES shall act with the highest degree of professional diligence, maintain, and further improve their high standing and shall not discredit each other or disseminate adverse opinions/information about each other.
- This TOC is governed by the law of the Republic of Slovenia with the exclusion of its conflict of law rules. The competent court in Ljubljana shall have non-exclusive jurisdiction to adjudicate in disputes arising out of or in connection to this TOC. For the avoidance of doubt, the non-exclusive jurisdiction clause is agreed in favour of iPROM.
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