ROI Hunter - means the company ROI Hunter a.s., Id. Nr.: 03103048, with its registered seat at Milady Horákové 1957/13, Brno, ZIP code 602 00, incorporated in the Companies register kept by Regional Court in Brno, file number B 7312 - the entity which supplies or provides the Service.
the Client - means a natural or legal person, who orders the Service.
the Partner (or together the Partners) - means any and all natural or legal person(s) that offer the Service to the Client. Relationship between ROI Hunter and the Partner is usually based on but not limited to the following: a merchant of record agreement, license agreement, partnership agreement or other suitable agreement outlining the relationship.
the Party (or together the Parties) - means ROI Hunter or the Client or the Partner(s) (where applicable and reasonably suitable), together ROI Hunter and the Client or, where applicable and reasonably suitable, ROI Hunter, the Client and the Partner(s) or the Client and the Partner(s).
the Ad Account(s) - means predefined account(s) registered with ROI Hunter and associated with the ad account(s) of the Channels.
the Ads Content - means any and all information and files that the Client posts on the Channels by means of using the Service.
the Advertising Spend (also the Ad Spend) - means any and all charges payable by the Client for the advertising conducted with respect to the Ad Account on the Channels by means of any and all advertising campaign(s) created using the Service.
the Affiliate - means an entity, which is a subsidiary or a parent company or under common control with the Party.
the Billing Period - means a periodic consecutive recurring interval of 30 calendar days starting from 0:00 a.m. on the day the Client accepts the Order Form and therefore such Order Form fulfils the definition of the Contract in these T&C.
the Channels - means the Facebook and the Google as defined in these T&C.
the Channel Terms - means the Facebook Terms and the Google Terms as defined in these T&C.
the Contract - means the Order Form filled and accepted by the Client, i.e. displayed by ROI Hunter or by the Partner on the specific website(s) with the Client‘s confirmed credentials filled sufficiently to identify the Client and accepted by the Client online.
the Facebook - means any and all advertising platforms in Facebook’s ecosystem including but not limited to Facebook, Instagram, Messenger and Atlas.
the Facebook Terms - means any and all terms and conditions including policies, procedures and/or guidelines of the Facebook from time to time and currently published on https://www.facebook.com/terms.php.
the Facebook Ads Guide - means any and all requirements such as but not limited to dimensions, file sizes and character limits for advertisements in each and all formats and for each and all placements from time to time and currently published on https://www.facebook.com/business/ads-guide.
the Google - means any and all advertising platforms in Google’s ecosystem including but not limited to Google, YouTube
the Google Terms - means any and all terms and conditions including policies, procedures and/or guidelines of the Google from time to time and currently published on https://www.google.com/ads/terms.pdf.
the Recurring Fee - means a minimum subscription fee charged regardless of the Client’s activity and a level of the Platform usage for each Billing Period started.
the Order Form - means an offer to a conclusion of the contractual arrangement between ROI Hunter and the Client or alternatively between the Partner and the Client towards provision of the Service by ROI Hunter to the Client.
the Payments – means any and all charges debited from the Client’s bank account by any payment method authorised by ROI Hunter and/or any and all Partner(s).
the Personal Data - means data as defined by the General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union and the European Economic Area and/or any and all local legislations.
the Platform - means ROI Hunter’s Channel social ads API tool, a technical application, which is used to provide the Service.
the Pricing Plan – means any and all offerings as updated from time to time and published on the website (https://easy.roihunter.com/pricing).
the Service - means the web-based features and services included in the Platform that enable the Client to manage, optimise and publish advertising campaigns on the Channels at scale together with any support provided by ROI Hunter as per the Contract.
the Service Fee - means the higher of the Recurring Fee and the Usage-Based Fee.
the Plan Change - means any and all switch(es) of the offering specified in the Pricing Plan initiated by the Client or ROI Hunter.
the ROI Hunter EASY Terms and Conditions (also T&C) - means these terms and conditions applicable to the use of the Service.
the Trial Version - means the subscription service that entitles the Client to use the Platform to its full extent under these T&C free of charge for a limited time period as specified in the Contract.
the Unlimited Self-Served Version - means the subscription service that entitles the Client to use the Platform to its full extent under these T&C.
the Usage-Based Fee - means a percentage fee that is based on the total Ad Spend managed by means of the Service.
1.1. The ROI Hunter EASY Terms & Conditions were last updated on June 17, 2020. By signing up and/or subscribing to the Service and/or using the Service after the last update date above the Client is deemed to have read the T&C as defined in clause 1 (Definitions), and to have duly accepted it without reservation.
1.2. ROI Hunter may update and modify T&C from time to time and by continuing to use the Service after the date of publication of revised T&C the Client accepts the modification and the revised T&C shall enter into force after 14 days have elapsed from the date of publication of revised T&C. The Client may be notified by e-mail, by notification within the Service or by publishing on the website (https://easy.roihunter.com/terms-and-conditions).
1.3. The T&C must be read and interpreted along with a corresponding relevant document(s) of the Partners in order to provide the full terms and conditions of the Service. The Partners maintain their respective terms and conditions or a corresponding document on their particular website as available and amended from time to time. The Client is solely responsible for looking up and reading such document in order to interpret the T&C in its entirety.
2.1. The Service consists of subscription-based SaaS (“Software as a Service”) advertising tools and documentation provided by ROI Hunter and used by the Client via Internet and additional supporting services as defined by the Pricing Plan. The Service can be used to create, manage and optimise the Client’s advertising campaigns on the Channels.
2.2. The Service operates between the Client and the Channels on which the advertising campaigns are being conducted, and it is the responsibility of the Client to provide that the output and results of the Service meet the Client's expectations and requirements.
2.3. Upon conclusion of the Contract the Clients gains a time-limited access to the Trial Version of the Platform. Immediately after expiration of the Trial Version the Service continues with the monetised Unlimited Self-Served Version of the Service as specified by the Contract and these T&C without any further notice to the Client. The Unlimited Self-Served Version is active and the Service is considered to be provided to the Client by ROI Hunter in full extent until terminated by any Party as per these T&C.
2.4. ROI Hunter grants to the Client a non-exclusive, non-transferable limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the Ad Account(s) on the Channels.
3.1. The Client or the Client’s representative must be a person who is competent and eligible to perform legal acts and of age exceeding the threshold generally known as the age of majority as defined by laws of the Client’s country of residence but not less than 18 years old.
3.2. The Client undertakes not to use the Service for unlawful purposes or against the Channel Terms. The client also undertakes to comply with ROI Hunter’s reasonable directions and requests related to the Service. In the case the Client grants its subcontractor(s) and/or end-customer(s) an access to the Service, such subcontractor(s) and/or end-customer(s) shall be considered equivalent to the Client for the purposes of these T&C and the Client shall be responsible for the actions and omissions of such subcontractor(s) and/or end-customer(s) as well as their compliance with these TaC.
3.3. The Client is required to have the Ad Account(s) on the Channels. The Client may add new Ad Account(s) to the Service.
3.4. The Client shall register the Ad Account(s) and sign up to the Channels in connection with which the Client wishes to use the Service.
3.5. The Client is obliged to pay the Service Fee according to these T&C and the Contract within the due date.
3.6. The Client is responsible for how the Client uses the Service and for achieving the intended goals and results of using the Service.
3.7. The Client is responsible for damage arising from publishing of any and all advertisements, its content or communication to ROI Hunter or to any and all third parties.
3.8. The Client is responsible for complying with all laws and regulations applicable to the Client’s advertising campaigns conducted using the Service. The Client is required and responsible for complying his acting in accordance with the Channel Terms.
3.9. The Client warrants that the Ads Content submitted by the Client by means of the Platform complies with these T&C and all applicable laws, codes and the best practices of online advertising. All ads managed by means of the Platform must be fully compatible with the Channel Terms and especially the Facebook Ads Guide where applicable. The Client is obliged to acknowledge such terms and guidelines.
3.10. The Client is responsible to ensure that any and all data or use of the Service shall not infringe on any copyright, protected trademark or any other proprietary right held by any and all third parties without owning an explicit written consent given by such third party or third parties governing the scope of fair use.
3.11. The Client is obliged to verify factual accuracy of commercial communication in advertising materials, the Client is obliged to verify that the content of advertising materials shall not contravene rules of law - especially it shall not contravene rules of competition and unfair competition protection (e.g. misleading advertising, inadmissible comparative advertising etc.) shall not contravene rules of personality rights and/or intellectual property right of ROI Hunter or any and all third parties.
3.12. The Client shall not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; (ii) access all or any part of the Service in order to build a product or service or feature which competes with the Service; (iii) attempt to obtain, or assist any and all third parties in obtaining, unauthorised access to the Service; (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any and all unauthorised third parties; or (v) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Platform (except and only to the extent any foregoing restriction is prohibited by applicable law).
3.13. ROI Hunter is obliged to provide the Service to the Client on the base of the Contract.
3.14. ROI Hunter shall confirm the Client’s registration and the Ad Account(s) in due course after having received the registration.
3.15. ROI Hunter is entitled to produce the Service as it deems appropriate. The Service and the Channels are constantly evolving and the features and availability of the Service may change without notice. ROI Hunter will endeavour to inform the Client of any substantial changes in the Service on its website (https://easy.roihunter.com/) or through the Service (in the Platform, the Platform’s chat, in the Platform’s support centre or by e-mail).
3.16. ROI Hunter shall have the right, in its sole discretion, to review, reject or remove any Ads Content transmitted by the use of the Platform.
3.17. ROI Hunter reserves the right to suspend, discontinue or restrict access to any portion of the Service at any time and for any reason and will not be liable to the Client in any way for possible consequences of the aforesaid. ROI Hunter shall inform the Client about any of aforesaid action in advance.
3.18. Defects which are applied by the Client properly, in a written form and on time, is ROI Hunter obliged to remove at the earliest possible time.
3.19. ROI Hunter is entitled in its sole discretion to suspend the Service providing in case of the Client’s delay with payment of remuneration for the Service without notice to the Client.
3.20. ROI Hunter is entitled to use the Client’s name and logo as a reference for advertising purposes.
3.21. ROI Hunter is entitled in its sole discretion to change the working methods, hardware, data communication links, software, user interface or other system components used in the providing of the Service.
4.1. The Client is obliged to pay ROI Hunter the Service Fee for use of the Service. The Service Fee is agreed upon in the Contract or in any bilateral amendment of the Contract. The Service Fee is calculated and billed based on the rules and with periodicity set in these T&C in the definition of the Billing Period above or in the Contract. In case of conflict the contractual billing terms take precedence.
4.2. The Client is liable to pay to the other Party the Service Fee amounting at least the Recurring Fee corresponding to one of the Pricing Plan offerings, as amended from time to time, specified in the Order Form upon acceptance of such Order Form by the Client and then periodically on the first day of every consecutive Billing Period.
4.3. The Client is liable to pay to the other Party the positive difference between the Usage Based Fee for the particular Billing period and the Service Fee for the same Billing Period corresponding to one of the Pricing Plan offerings, as amended from time to time, specified in the Order Form on the first calendar day after the last day of the Billing Period in question.
4.4. ROI Hunter may change the Service Fee from time to time. The Client will be notified of a material change in the Service Fee, i.e. a change in the Service Fee higher than five (5) percentage points per calendar quarter, by e-mail or by notification within the Service or by publishing on the website (https://easy.roihunter.com/pricing). The material change enters into force on the first day of the month immediately succeeding the month in which the change was made. Any immaterial change in the Service Fee , i.e. any such change under the threshold specified above, will take effect immediately. The change does not affect the fees for the Billing Period even partially commenced before the effective date of the change. In case of a price change the Client is entitled to terminate the Service to end on the effective date of the Client’s last paid period by notifying ROI Hunter thereof via the Service or by email in writing at least on the effective date of the change.
4.5. If the relationship between the Parties is terminated as described hereinafter in the Section 7, for the last month of use, the higher of the fee for use of the Service and the minimum monthly fee is charged if the relationship had terminated before the end of the calendar month.
4.6. The Service Fee is tax exclusive. Any and all taxes are charged in accordance with the law in a legal amount. The price including all taxes is stated in a tax document issued by ROI Hunter or by the Partner(s). The tax documents are due upon issue unless explicitly stated otherwise in the tax document. The payment is settled by a transfer of funds by means agreed upon in the Contract to ROI Hunter’s or Partner’s bank account as specified by the Contract where applicable. The billing is realised in USD or any other currency specified in the Contract.
4.7. In case of the Client’s delay in settling payments for remuneration, ROI Hunter reserves the right to terminate or put on hold the Client’s right to use the Service with immediate effect and without notice. In case the Client loses temporarily or otherwise the right to use the Service due to delay in settling payments, the Client is liable to pay any and all fees according to these T&C including but not limited to the fees billable for the duration of the notice period, fees billable for the period during which the Service has been suspended due to delay in settling payments for remuneration even if the Client does not use the Service during any such period.
4.8. The Client acknowledges and accepts that the Service Fee is explicitly non-refundable by default. The Client’s inactivity does not constitute a right for a refund or a discount of any kind.
4.9. ROI Hunter is entitled in its sole discretion to invoice an interest for late payments equal to 0,05 % p. d. of the entire unpaid balance for payments overdue longer than 7 days. The Client shall also pay ROI Hunter, as liquidated damages, an amount equal to the one (1) month’s Recurring Fee for the collection costs incurred by ROI Hunter. The Parties confirm that these liquidated damages are reasonable and proportionate to protect ROI Hunter’s interest in collecting the overdue amount.
4.10. ROI Hunter and any and all Partner(s) are entitled, in their sole discretion, to aggregate or dissolve the Payments of the Service Fee owed by the Client to facilitate payment processing and reconciliation of the Service Fee.
4.11. Upon the Plan Change, the Client will be assigned to the most recently picked offering specified by the most recent version of the Contract after the Billing Period running at the time of submission of the Plan Change request by the Client is elapsed. No Plan Change is possible until the end of the Billing Period during which the Client submits the request for the Plan Change.
5.1. ROI Hunter DISCLAIMS ANY AND ALL EXPRESSED, IMPLIED AND STATUTORY WARRANTIES APPLICABLE TO THE WEBSITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF CONDUCT OR TRADE PRACTICES.
5.2. ROI Hunter endeavours to make commercially reasonable efforts to provide that the Service is available for use on 24/7 basis excluding temporary maintenance, updating or repair breaks. ROI Hunter does not assume any liability for usage interruptions or breaks, but it endeavours to inform the Client of the breaks whenever reasonably possible. ROI Hunter does not warrant that the Service will be uninterrupted or error-free. However, ROI Hunter agrees to use commercially reasonable efforts to be at the Client's disposal in order to support the Client and to correct any material error or deficiency in the Service.
5.3. The warranty does not cover errors or deficiencies attributable to one of or a combination of (a) changes to the Service made by the Client which have not been approved by ROI Hunter in writing; (b) use of the Service contrary to these T&C, or use of the Service contrary to the written instructions given by ROI Hunter; (c) use of the service contrary to the Channel Terms; (d) disturbances and/or interruptions in the Service due to data network; (e) any and all services and/or products not supplied by ROI Hunter; (f) other similar reason outside of the Service.
5.4. The Client acknowledges that the use of the Service is dependent on the Channel on which the Client's advertising campaigns are carried out and that the actions of the Client and any and all third-party data providers may also affect the use of the Service. ROI Hunter does not accept any liability for the operation and function of any and all third-party products and services or actions or omissions of any and all third parties including but not limited to the third-party data providers, the Client or the Channels or any and all third parties who operate on the Channels.
5.5. ROI Hunter is not liable for any delay in performance of its obligations under these T&C caused by circumstances that were not reasonably foreseeable by ROI Hunter at the time of the acceptance of the Order Form by the Client and the effects which could not reasonably be avoided or overcome, including but not limited to reduced or disrupted access to the Channels, disruption or delay in external networks or Internet connections or shortage in power supply. ROI Hunter is not in any case liable to the Client for any lost profits or other consequential, special, indirect, or incidental damage arising out of or in connection with these T&C or use of the Platform or use of the Service or combination thereof, even if the Client has not been notified of the possibility of such damage, and regardless of the legal theory on which any such damage may be based.
5.6. ROI Hunter is not liable for any errors, costs, loss and disclosure of or related to the Ads Content or other information or data not being transferred to or published on the Channels or caused by a malfunction in a transfer facility.
5.7. The Client is responsible for fulfilling the requirements of the Personal Data processing towards persons targeted by the Service of the Client. The Parties use the Personal Data to target the Service provided by ROI Hunter to the Client. The Client is solely responsible for any breach or damage arising from the Personal Data processing of persons targeted by the Service.
5.8. To the extent allowed by law, ROI Hunter does not have any other responsibility or liability for the Service. The Service is provided “as is” and “as available” and ROI Hunter expressly disclaims all other express or implied warranties, including but not limited to the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.
5.9. ROI Hunter’s total aggregate liability under these T&C may not in any calendar year starting from the day the Client started using the Service exceed an amount equal to the aggregate amount of fees received by ROI Hunter from the Client under these T&C during the twelve (12) months preceding the event giving rise to such liability.
6.1. In fulfilling the obligation resulting from the Contract between the Client and ROI Hunter may occur the exchange of information that is considered confidential. Confidential information includes, but is not limited to, all information provided between the Parties which is subject to business secrets according to Sec. 504 of Act No. 89/2012 Coll., The Civil Code.
6.2. The Parties consider (i) the information referred to in the Section 6, Par. 1; (ii) all the information that becomes known to the Parties in negotiating the conclusion of the Contract; (iii) all the information that becomes known to the Parties in provision of the Service and in connection therewith; as confidential. The Parties undertake to preserve confidentiality even after termination of the contractual relationship between the Parties. The Parties are not entitled to disclose any and all such information to any and all third parties without the prior written consent of the other Party and are obliged to protect them from disclosure or communication to any and all third parties in any manner whatsoever.
6.3. An exception to this obligation is (i) an obligation to disclose information and data if so provided by applicable law (even in such a case a Party is required to ensure that information and data are only communicated to the necessary extent); (ii) a provision of information and data to the Affiliate. The Affiliate and persons acting on behalf of the Affiliate are obliged to preserve the confidentiality of the information to the same extent as the Parties; (iii) a provision of information to ROI Hunter’s subcontractors to an extent necessary to perform a subcontractor’s service to ROI Hunter in case a written agreement that binds such contractor to protect the Client and their data to the same extent as is required of ROI Hunter.
6.4. Notwithstanding the confidentiality provisions, ROI Hunter may collect, analyse and use aggregated, de-identified technical data and related information from the Client’s account (such as product or feature usage, device metrics/metadata etc.) to facilitate market research and analysis, quality control, product development/improvement and to provide support and maintenance services. ROI Hunter may use and/or store such data and information and material derived from such information. In addition, ROI Hunter may disclose such data and information and material derived from such information, as long as it is in a form that does not identify or is not attributable to any individual or company. The Client grants ROI Hunter a perpetual, worldwide and royalty-free license to use, modify and distribute derivative works based on such data.
6.5. Each Party shall promptly upon termination of the Service (or when the Party no longer needs the material or information in question for the purposes of the Service) cease using confidential material and information received from the other party and, unless the parties separately agree on destruction of such material, return the material in question (including all copies thereof). Each Party shall, however, be entitled to retain the copies required by law or regulations and ROI Hunter may use information in the connection with the clause 6.4.
6.6. The confidentiality and non-use obligations set out herein will remain in force for five (5) years from the disclosure of each respective confidential material and/or information.
6.7. The Client acknowledges and accepts that ROI Hunter is, in its sole discretion, eligible to collect, analyse and use without limitation and for any purpose any and all information regarding the Client’s activity on any and all website(s) of domain https://easy.roihunter.com/.
6.8. The Client willingly submits the Personal Data to ROI Hunter. ROI Hunter is allowed to us the Personal Data to identify the Client, to inform the Client about the Service and to send out marketing communication related to the Service from time to time. The Client acknowledges and accepts the right of ROI Hunter to collect, store, process and use such data in accordance with legal requirements valid and effective in the Czech Republic.
6.9. If any Party verifiably breaches the obligation under the Section 6, Par. 2 and/or the Section 6, Par. 4, the other Party is entitled to claim payment of a contractual penalty of 1.000,- USD (one thousand US dollars) for each breach of such obligation. The obligated Party is obliged to pay the contractual penalty within 15 days of receipt of a written request for payment of the contractual penalty. The payment of a contractual penalty does not affect the right of the eligible Party to compensations for damages.
7.1. The Contract is based on the Order Form accepted by the Client and by ROI Hunter. The provision of the Service by ROI Hunter starts on the date the Order Form becomes the Contract as defined in these T&C.
7.2. The Client agrees that unless any of the termination options described in the Section 7, Par. 3 is executed by the Party (or Parties where applicable) the Contract automatically renews and extends into another Billing Period as defined in these T&C.
7.3. The Contract may be terminated by:
a. the withdrawal of the Party if the other Party seriously infringes its obligation under these T&C or the Contract (in the sense of Sec. 2002 of Act No. 89/2012 Sb., the Civil Code), the other Party is declared bankrupt or enters into liquidation. Any such termination may be concluded without prior notice and the Client acknowledges and accepts the ROI Hunter may delete any information or files related to the Client’s account and revoke access to the Service with immediate effect. The Client explicitly agrees to indemnify ROI Hunter according to the Section 9 of these T&C in case of termination under the Section 7, Par. 2 (a) if the infringement may have been caused by the Client. All the Client’s outstanding debts to ROI Hunter are due on the first working day following the delivery of the withdrawal to the Client if ROI Hunter does not specify a later date.
b. the termination notice of the Party, even the termination notice of the Party without stating any cause, coming with a thirty (30) days’ notice period starting on the first day of the next Billing Period following the delivery of the notice. The Client is obliged to pay ROI Hunter the remuneration for the Service provided until the expiration of the notice period.
c. the bilateral agreement of the Parties.
7.4. Upon termination with any cause, no paid fees will be returned by ROI Hunter, and the Client is obliged to pay the fees past due at the effective date of such termination. In case the agreed fees are not fully paid or the obligations set out herein are not otherwise followed by the Client, ROI Hunter has, among other, rights as defined in the Section 4.
8.1. The Parties herein agree, as enabled with the Act No. 216/1994 Coll., that any and all property disputes, which may arise in the future out of the relationship between the Parties, the Contract and these T&C in terms of reason and amount and/or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic (the Arbitration Court) by one arbitrator appointed by the President of the Arbitration Court.
9.1. The Client agrees to defend, indemnify and hold harmless ROI Hunter, its directors, officers, employees, parents, affiliates, contractors, successors and assigns (the “Indemnified Party”), against any third party claim, demand, cause of action, or liability, including reasonable attorney’s fees incurred in connection therewith, to the extent that (i) it is based upon a material breach of any representation, warranty or covenant in these T&C by the Client; (ii) any breach or violation by the Client of any applicable law or ROI Hunter policy; (iii) any claim with respect to the Client‘s data, any intellectual property right, ROI Hunter’s exercise of the rights granted in these T&C; (iv) the Client’s fraud, gross negligence or wilful misconduct hereunder; (v) any claims of third parties indirectly arising out of or indirectly resulting from the ROI Hunter’s Service provided hereunder. The Client may participate in the defence of any such claims by counsel of its own choosing, at its cost and expense (an “Infringement Claim”).
9.2. ROI Hunter agrees to defend, indemnify and hold harmless the Client, its directors, officers, employees, parents, affiliates, contractors, successors and assigns (the “Indemnified Party”), against any third party claim, demand, cause of action, or liability, including reasonable attorney’s fees incurred in connection therewith, to the extent that (i) it is based upon a material breach of any representation, warranty or covenant in these T&C by ROI Hunter; (ii) any claim of infringement of any intellectual property right with respect to the Service; (iii) ROI Hunter’s fraud, gross negligence or wilful misconduct hereunder; or (iv) any claims of third parties directly arising out of or directly resulting from the ROI Hunter’s Service provided hereunder. ROI Hunter may participate in the defence of any such claims by counsel of its own choosing, at its cost and expense (an “Infringement Claim”). All the clauses of the Section 5 of these T&C apply in full.
9.3. The Indemnified Party must notify the Indemnifying Party promptly in writing of any claim for indemnification hereunder, and provide, at the Indemnifying Party’s expense (to the extent of out-of-pocket expenses only), all reasonably necessary assistance, information and authority to allow the Indemnifying Party to control the defence and settlement of such claim, provided that the failure of the Indemnified Party to promptly inform the Indemnifying Party of any claim shall not excuse the Indemnifying Party of its obligations under this Section except to the extent such failure materially prejudices the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not enter into any settlement of the defence of such action, other than with respect to the payment of monies, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnified Party may participate at its expense in the defence and/or settlement of any such action with counsel of its choosing and at its sole expense.
10.1. In case of any provision of these TaC to be or become obsolete, ineffective or invalid, it shall not result in nullity or ineffectiveness of these TaC as a whole.
10.2. Headings in these TaC are for convenience of reference only and shall in no way affect interpretation of any and rights and/or any and all obligations in relationship between the Parties.
10.3. Neither party may assign its rights and obligations arisen from the contractual relationship between the Parties without other party’s prior written consent. Parties are, however, entitled to assign its rights and obligations arisen from the contractual relationship between the Parties in whole or in part to the Affiliate, and in the connection with merger or acquisition process including but not limited to a transfer of business or any other corporate transaction or restructuring.
10.4. Neither Party is liable to the other Party for any failure to perform any of its obligations (except payment obligations) under the relationship between the Parties during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (the Force Majeure). In such event, however, the delayed Party must promptly provide the other Party with written notice of the proved Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.
10.5. The Client agrees and acknowledges that the title and all intellectual property rights in and to the Service and any and all data, documentation, images and ROI Hunter’s software related thereto are owned and remain vested in ROI Hunter or a third party where applicable (such as ROI Hunter’s Partner(s)). No intellectual property rights shall be transferred pursuant these T&C.
10.6. In case the Client comments the Service or provides suggestions for improving the Service, the Client agrees that all such comments, suggestions and ideas thereof are fully assigned to ROI Hunter and hence ROI Hunter owns all rights to use and incorporate them into the Service.
10.7. Rights and obligations not covered by these T&C follow the Act No. 89/2012 Coll., Civil Code, the Act No. 40/1995 Coll., on Advertising Regulation as amended. The T&C, as well as the Contracts, are governed by the law of the Czech Republic, excluding conflict in standards that would alter the law of governance used to a foreign law. In the event of any dispute between the Parties arising out of these T&C and/or the Contract, the Parties undertake to make the greatest possible effort that may be required to reach an amicable settlement by agreement of the Parties.
10.8. All changes and amendments to the Contract are made in a written form, unless the Parties agree otherwise. The Parties declare that their mutual communication shall take place through authorised persons and/or elected representatives. The Parties agree that the communication shall also take place electronically, by e-mail or by means of the Service. Documents can be delivered by electronically where applicable.