These AVA Terms and Conditions (“Agreement”) are entered into as of the date of registration for and/or first use of the AVA Products (“Effective Date”), by and between AVA. (“AVA”) and the customer listed in said registration information (“Customer”). By registering for or using the AVA Products, Customer acknowledges that it is agreeing to the terms of this Agreement. If Customer disagrees with the terms of this Agreement, AVA does not grant and/or AVA may immediately terminate Customer’s right to access or use the AVA Products.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

WHEREAS, Customer desires to enter into this Agreement to access and use the AVA Application Programming Interface (“API”), user interface, platform, website, plugins, software and related documentation and materials provided by AVA to Customer (collectively, “AVA Products”);

WHEREAS, AVA desires to grant Customer the right to access and use the AVA Products in strict accordance with this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. AVA TECHNOLOGY
   • a.) Agreements. AVA reserves the right, in its sole discretion, to modify or replace this Agreement at any time. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the AVA Products following the posting of any changes to this Agreement constitutes acceptance of those changes. Further, certain AVA Products may be subject to additional terms and conditions specified by AVA from time to time, and Customer’s use of such AVA Products is subject to those additional terms and conditions.
   • b.) Scope & Current Offerings. As of the Effective Date, AVA offers certain AVA Products to Customer. AVA may add, remove, suspend, discontinue, modify or update the AVA Products at any time, in its discretion. All updates provided to AVA’s other customers generally and without additional fees shall also be made available to Customer. After the effective date of such update, AVA shall bear no obligation to run, provide or support legacy versions of the AVA Products.
   • c.) Support, Uptime & Training. AVA shall not be obligated to provide any training or customer support for the AVA Products and makes no representations with respect to any service levels or uptime requirements for the AVA Products.
      
2. GRANT OF RIGHTS, METRICS, IMPLEMENTATION & ACCESS
   • Rights to AVA Products.
     Subject to the terms and conditions of this Agreement, AVA grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to use the AVA Products solely to shorten uniform resource locators (“URL”), receive AVA Metrics and utilize the other products and services contemplated herein during the Term. The grant of rights contemplated in this Section 2(A) shall be for Customer’s internal, non-commercial business purposes, and Customer acknowledges that any enterprise or commercial use of the AVA Products will require the execution of additional terms and conditions, and agrees to contact AVA at info@gidadv.ch regarding any use therefor.
   • a.) Metrics.
     As part of the provision of AVA Products, AVA collects and generates certain metrics and analytical data regarding the use of the AVA Products, which includes Customer URLs and other web pages and web-based data and information that AVA aggregates and uses in anonymized form (“AVA Metrics”). AVA Metrics are made available as part of the AVA Service and certain AVA Metrics are published on AVA’s website. AVA Metrics include without limitation a history of all URLs shortened by a particular account, a history of all clicks on a shortened URL, a history of all sharing of a shortened URL through third-party services such as Facebook and Twitter, a history of referral URLs for clicks of a shortened URL, a history of IP addresses used to access a shortened URL, the date and time such URLs were shortened, and visual presentation of any or all of the above. Customer acknowledges and agrees that all AVA Metrics are owned by AVA, and that AVA has the right to use, license, sell or otherwise dispose of AVA Metrics. Customer may access, use, and copy the AVA Metrics made available to Customer as part of the AVA Products for Customer’s internal, non-commercial business purposes. Customer may not combine any AVA Metrics with any personally identifiable information and may not sublicense, sell, syndicate or otherwise share AVA Metrics with any third party.
   • b.) Implementation and Access. 
     AVA shall provide Customer with non-transferable access credentials for the AVA Products. Customer shall not (i) misrepresent or mask identities when using the AVA Products or seeking access credentials; (ii) select or use as a username a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by AVA. Customer shall safeguard all access credentials provided by AVA and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the AVA Products; (2) Customer shall require its Personnel to comply with all Laws and the use restrictions (including user seat restrictions, if applicable) set out in the Agreement or otherwise prescribed by AVA; (3) Customer represents and warrants that its Personnel have the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. AVA may update, refresh or change the manner of accessing the AVA Products in its discretion.
      
3. INTELLECTUAL PROPERTY & GRANT RESTRICTIONS
   • Feedback. 
     Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the AVA Products or AVA Metrics ("Feedback”). However, if Customer does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, AVA upon its creation.
   • a.) Legal Restrictions. 
     Customer and its Personnel shall not, and shall not permit any third party to: (i) create any service, software, documentation or data that is competitive with, substantially similar or confusingly similar to any aspect of the AVA Products or AVA Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the AVA Products except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the AVA Products or AVA Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the AVA Products or AVA Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the AVA Products; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the AVA Products or AVA Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the AVA Products or AVA Metrics. Notwithstanding anything to the contrary herein, AVA may, in its sole discretion, immediately revoke the grant of rights contemplated in Section 2(B) if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that AVA will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
   • b.)Technical Restrictions.  
     AVA reserves the right to limit the number and/or frequency of API calls, concurrent URL shortens or other access to or use of AVA Products in its sole discretion. Customer shall not exceed any such limitations in the relevant documentation or as otherwise provided by AVA. If AVA believes that Customer has attempted to exceed or circumvent these limitations, AVA may suspend or block Customer’s access to the AVA Products. AVA may monitor Customer’s use of the AVA Products, including to ensure Customer’s compliance with this Agreement.
   • c.) Third Party Materials.  
     AVA Products may link to or make available third party products, services, websites, social media platforms, data, software or source code, including without limitation Open Source Software (“Third Party Materials”). AVA has no control over Third Party Materials. Accordingly, AVA is not responsible or liable for any Third Party Materials. While AVA has no obligation to monitor Third Party Materials, AVA may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.
      
4. CUSTOMER SERVICES, INFORMATION & URLS
   • Customer Services.  
     AVA shall have no liability for any Customer product or service accessed through or making use of the AVA Products or any end user, customer or Personnel’s use thereof (“Customer Service”). Customer shall not use the AVA Products in any manner implying any partnership with, sponsorship by, or endorsement by AVA. Customer shall not suggest or imply that AVA is the author of or otherwise responsible for the views or content of the Customer Service. Neither Customer nor the Customer Services shall disparage AVA or the AVA Products. The AVA Products shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the AVA Products could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on AVA in any manner.
   • a.) Customer URLs.  
     Customer hereby grants to AVA an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs provided by Customer to AVA (“Customer URLs”) in connection with the provision, operation and promotion of the AVA Products, creation of AVA Metrics and for other business purposes. Subject to Section 5(C), Customer expressly agrees that it shall not input any Customer content into the AVA Products except Customer URLs. Customer retains all right, title and interest in and to the Customer URLs and is responsible for obtaining, maintaining, retaining and securing the Customer URLs. Customer further acknowledges that all shortened URLs based on Customer URLs will not be broken, taken down, or otherwise disabled even after termination or expiration of this Agreement.
   • b.) Customer Information.  
     As part of the provision of AVA Products, AVA may receive from Customer or third parties (including social media networks) or collect from Customer certain information, including without limitation device and browser information, email addresses, company size, industry, job title, and team type, and share such information with its partners, vendors and service providers including without limitation in order to provide research, analytics, support, security, fraud prevention, spam prevention, advertising, or email marketing, to complete transactions or to ensure compliance with this Agreement (“Customer Information”).
      
5. REPRESENTATIONS AND WARRANTIES
   • Customer Content Warranties.  
     Customer represents and warrants that (i) the Customer URLs and Customer Information (collectively, “Customer Content”) and all information on which the AVA Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any information on which the AVA Metrics are based, was received, collected, used and provided to AVA in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or Switzerland trade or export restrictions (“Laws”); (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Customer Content and all information on which the AVA Metrics are based; and (v) that none of the Customer Content or information or data on which the AVA Metrics are based contains any personally identifiable information or persistent identifiers from individuals under the age of 13.
   • a.) Further Customer Warranties.  
     Customer further represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the AVA Products or AVA Metrics, Customer Content and Customer Services; (ii) it will not do anything that will make the AVA Products subject to any open source or similar license which creates an obligation to grant any rights in the AVA Products; (iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the AVA Products or AVA Metrics; (iv) in the event of any security breach or unauthorized access to any AVA Products, AVA Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify AVA in writing, and, unless otherwise notified by AVA, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of AVA, all at Customer’s cost; and (v) Customer, Customer’s use of the AVA Products, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.
   • b.) AVA DISCLAIMERS.  
     AVA PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. AVA DOES NOT WARRANTY THAT: (I) THE AVA PRODUCTS WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE AVA PRODUCTS AND AVA METRICS WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE AVA PRODUCTS ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE AVA PRODUCTS OR AVA METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE AVA PRODUCTS WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMER’S USE OF THE AVA PRODUCTS AND AVA METRICS IS SOLELY AT ITS OWN RISK. FURTHER, AVA MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’S USE OF THE AVA PRODUCTS AND AVA METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE SWITZERLNAD AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. AVA SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE AVA METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. AVA DOES NOT WARRANT THAT THE AVA METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. AVA HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE AVA METRICS BY CUSTOMER AND THIRD PARTIES.
      
6. CONFIDENTIALITY
   • Confidentiality.  
     Customer agrees that the business, technical and financial information of AVA that is designated in writing as confidential, or that should reasonably be considered confidential given the nature of the information and/or the manner or means of disclosure, shall be the confidential property of AVA (“Confidential Information”). AVA’s Confidential Information includes the AVA Materials. Confidential Information shall only be used by Customer as explicitly authorized in writing by AVA. Customer shall use all necessary measures to safeguard AVA’s Confidential Information. Confidential Information does not include information that Customer can show by pre-existing written evidence (i) was previously rightfully known to the receiving party without restriction on disclosure; (ii) is or becomes known to the general public, through no fault or breach on the part of the receiving party; (iii) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation; or (iv) is required to be disclosed pursuant to a judicial order or third party subpoena, provided Customer provides written notice to AVA in order for AVA to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena. Customer hereby agrees that AVA will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of the receiving party’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
      
7. INDEMNIFICATION AND RESPONSIBILITY
   • Indemnification  
     Customer will defend, indemnify and hold harmless AVA, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns (“AVA Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs by AVA Indemnitees arising out of or directly or indirectly related to (a) the Customer Content, Customer Services or any other Customer products and services; (b) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of Laws; and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning Customer Content or Customer Services. AVA shall promptly notify Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate Customer’s indemnification obligations unless Customer is materially prejudiced thereby. Customer shall have sole control over the defense of any claim under this Section, except that AVA may approve any counsel used by Customer and that AVA may participate in the defense, at Customer’s cost. All settlements of indemnification claims require the consent of AVA.
      
8. LIMITATION OF LIABILITY
   • LIABILITY LIMITATION.  
     IN NO EVENT SHALL AVA BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE AVA PRODUCTS, AVA METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE AVA PRODUCTS; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER’S USE OF THE AVA PRODUCTS; (V) CUSTOMER’S FAILURE TO PROVIDE AVA WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
      
9. TERM AND TERMINATION
   • Agreement Term. This Agreement shall commence on the Effective Date and continue unless otherwise terminated as permitted herein (“Term”).
   • a.) AVA Right to Terminate.  
     AVA may terminate this Agreement immediately in its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of the AVA Products and return, or, if directed by AVA, destroy, all Confidential Information of AVA. Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.
      
10. GOVERNING LAW & CLASS ACTION WAIVER
    • Governing Law.  
      This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of Switzerland.
       
11. MISCELLANEOUS
    • Relationship of the Parties.  
      The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
    • a.) Entire Agreement and Severability.  
      This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the parties with respect thereto. No additional or conflicting terms set out on Customer order, invoice, statement or other document, or contained in any “shrinkwrap” or “clickwrap” agreements, are binding. If any provision of this Agreement are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    • b.) Force Majeure.  
      AVA shall not be liable for any delay in performing or failure to perform AVA’s obligations hereunder where such delay or failure results from any cause beyond AVA’s reasonable control, including, without limitation, cyber-attacks, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third-party provider or supplier (e.g., host or app store providers) or labor disputes.
    • c.) Notices.  
      Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
    • d.) Headings; Interpretation.  
      The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation.”
    • e.) Export.  
      The parties shall comply with all applicable export and import control laws and regulations, and, in particular, shall not export or re-export the AVA Products without all required Switzerland and foreign government licenses.
    • f.) Publicity.  
      Customer may not use AVA’s logos or trademarks in any manner without AVA’s prior written permission, which may be withheld in its sole discretion. Customer grants AVA the right to use Customer’s logos or trademarks in any case studies or marketing or publicity materials and on its website to identify Customer as a customer that uses the AVA Services.
    • g.) Free Pro account Promotion.
      This promotion is dedicated and reserved for the first 50 registered users. Each user will automatically receive a PRO account for a duration of 3 years. Then you can buy the PRO package or go to the FREE package. No url will be lost. The pro features will be disabled.
      Account activation can be from 1 to 72 hours after registration.
    • h.) Inappropriete use of AVA.yt service.
      It is not allowed to use the service to shorten links to phishing pages or pornographic websites. These links will be deleted without notifying users.