This Agreement is hereby made by and between you and Invise. It governs your use of the Services. By accessing Invise.com and using any of the Services, you agree that you have read, understand and agree to be legally bound by the Terms and Conditions set forth below. You can accept the Terms and Conditions simply by using the Services. In this case, you understand and agree that Invise will treat your use of the Services as acceptance of the Terms and Conditions from that point onwards.

You also agree that you have read and understood the Acceptable Use Policy of PayPal. Your continued use of  Invise services confirms that you do not perform or willing to perform any prohibited activities listed there.

By accessing Invise.com you also agree to the Acceptable Use Policy, Terms of Service, and legal documentation of VISA, Mastercard, Amex, PayPro, Discover, Braintree, and other credit card processing or payment gateway providers used by Invise.

You may not use our service for any unlawful purposes or in furtherance of illegal activities. By using Invise, you agree to comply with all applicable laws governing your online conduct and content.

You are independently responsible for complying with all applicable laws in all of your actions related to your use of Invise services, regardless of the purpose of the use.

If you do not agree to these Terms and Acceptable Use Policy, please do not use the Services or access Invise.com.

Invise reserves the right to change the Terms and Conditions without notifying the User. Each time you use the Services, the current version of the Terms and Conditions will apply. You can review the most current version of these Terms and Conditions at any time at Invise.com. By accepting these Terms and Conditions, you become responsible for periodically checking for changes and/or updates to these Terms and Conditions.

By continuing to use the site you agree that you have read, understood and will oblige to the Terms and Conditions, Privacy Policies, and Acceptable Use Policies of Invise and all the payment providers used by Invise.

Invise has the right to break existing partnership between registered users, if signs of bad faith will be deduced in it.

1. DEFINITIONS

Administration means representatives of the Invise support system.

Account is a unique profile of a user in the Invise system, allowed to use all available functions of the system.

User is defined as anyone who uses the Invise websites and any information and services provided by Invise.

Publisher is a natural or legal person registered with Invise, who uses his account as Publisher to create and distribute the sponsored content in order to receive compensation for such activities.

Buyer is a natural or legal person registered with Invise, who uses his account as Buyer for the purpose of creating Tasks or Open Offers to use the services of Publisher.

2. ELIGIBILITY

You must be sixteen (16) years of age or older to register at Invise.com. By registering at Invise, you are representing and warranting that all information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You understand and agree that Invise will use the information you provide in accordance with the terms of the Invise Privacy Policy (“Privacy Policy”). Invise accounts are not transferable, assignable or resalable under any circumstances.

3. ACCOUNT REGISTRATION

3.1. To sign up for the Services, you may register for a personal user account (Account). You must provide accurate and complete information and keep your Account information updated. You shall not select or use as a username a name: (a) of another person with the intent to impersonate that person; (b) subject to any rights of a person other than you without appropriate authorization; or (c) that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.

4. TERMS AND CONDITIONS FOR BUYERS

4.1. Buyer chooses a platform to advertise on in accordance with the information placed by Publishers on the Invise server and sends the requirements for the advertisement.

4.2. A task is automatically rejected if:

• It has been in the Publisher’s Acceptance status for more than 14 days
• It has been in the In Progress status for more than 14 days, and Publisher has not attempted to send the task for Buyer’s approval

4.3. All the bids with the New status are automatically deleted from the open offer after 30 days

4.4. When the task is in progress, Buyer has the right to contact Invise client support with a request to reject an assigned Publisher as a task performer if all the following conditions are met:

• The task has been in progress for at least 5 days
• Publisher does not respond to Buyer’s messages
• There are no signs that Publisher is working on the task

4.5. When disputes arise, all conditions of the tasks, allowing double interpretations, will be interpreted in favor of Publisher.

4.6. Prices for available service types are set by Publishers.

4.7. All correspondence between Buyers and Publishers is stored on the Invise server and can be used by Administration in resolving disputes.

All information about the tasks and the payments received by Publishers from Buyers is confidential and not subject to distribution.

4.8. Buyer is obliged to check the task completed by Publisher within 3 calendar days from the moment of notice received from Publisher, otherwise, on the 4th day, the task goes for checking and approving to site Administration.

4.9. Buyer cannot send a task to Publisher for redoing with demands to correct anything not specified in initial task requirements.

4.10. Buyer has the right to return to Publisher the content not meeting requirements of the task.

In case if:

• Buyer returns content for redoing more than 3 times, or
• Buyer fails to send redoing conditions to Publisher in more than 3 calendar days

the Publisher has the right to appeal to Administration about acceptance of the task performed and payment transfer.

4.11. Buyer does not have the right to change task requirements after Publisher has started to complete the task. According to the reasoned statement from Publisher, Buyer is required to clarify task particular provisions by the internal message system of the Invise service.

4.12. Changes to published and paid content are not allowed.

4.13. Buyer agrees to pay commission for using Invise Services.

4.14. Task payment is reserved on Buyer’s balance as soon as the task is created and sent to Publisher. Once the task is completed (i.e. task was approved by Buyer), payment for it is transferred to Publisher’s main balance.

4.15. In case of insufficiency of funds, Buyer will be asked to top up the balance to proceed with a task or an open offer creation. A minimum amount of money User can add to their balance is 25 USD.

When using an American Express card for adding funds to the balance, Buyer agrees that there may be a delay between charging funds from their credit card and adding them to their Invise balance due to the peculiarities of Invise payment processor.

4.16. Buyer agrees to pay Invise all charges made to Buyer’s account for agreed upon fees or use of the Services in accordance with these Terms and Conditions. If Invise does not receive timely payment and the balance in the Buyer account is not enough cover agreed upon fees or the Services hereunder: (i) a charge will be made to the Buyer’s credit card or other preferred payment methods for the balance owed, (ii) Buyer agrees to pay all amounts due on its account upon demand, and (iii) Invise reserves the right to either suspend or terminate a Buyer’s account, including deletion of Buyer’s campaigns until the balance is paid in full. All fees for the Services which are charged to Buyer account, as well as all deposit(s) for future Services, are non-refundable. Buyer agrees to submit any disputes regarding any charge in writing to Invise within 30 (thirty) days of such charge, otherwise, such dispute will be waived and such charge will be final and not subject to challenge. In the event Buyer’s payment method cannot be charged, Buyer account will be locked until an update method is provided.

If Buyer fails to make payment as set forth herein, Buyer will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by Invise in collecting such amounts. Prices do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to this Agreement, Buyer shall pay such taxes to ensure that Invise receives the full amount invoiced without offset or deduction. Buyer agrees to promptly: (i) update all information to keep account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify Invise in writing if it becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Buyer’s user name or password, and (iii) notify Invise in writing if its credit card is canceled.

4.17. If Buyer doesn’t log in to his account within 180 days, he is considered inactive, and any funds on his account are charged off as an inactive fee.

4.18. Content Purchase

Buyer may purchase content / articles (hereinafter Article) by placing a corresponding Order with the Buyer account. Buyer can then decide the categories, topics, themes, and issues of the Article and indicate the minimum number of words the author must write and the maximum number of words for which they will be charged, along with other variables and information.

4.19.1. Ordering Articles. When ordering Articles, Buyer must provide accurate and complete information. Buyer is solely responsible for the information they provide and any consequences thereof, including without limitation any possible consequences and misunderstandings, in case Buyer provide inaccurate and/or incorrect and/or unfaithful information.

Buyer expressly acknowledges and agrees that the authors write the Articles, and Invise is not responsible for the Articles in any way, including any damages or breach, infringement, misappropriation, or violation of a third party’s rights (including without limitation, Proprietary Rights or rights of publicity or privacy or contract rights) arising from or related to the Article. Invise asks that its authors keep confidential all information provided to them at Invise, but Buyer expressly acknowledges that Invise assumes no liability for any breaches of confidentiality by authors.

4.19.2. Acceptance of the Article. Once Article is completed, it will be submitted for Buyer’s review. Buyer can: (i) accept the ordered article; or (ii) request a revision within 3 (three) calendar days from the receipt of the article, with a maximum of 1 (one) revision requests per 1 (one) ordered articles; or (iii) reject the ordered article following revision request.

4.19.3. Revision Request. In case of revision request, the term for execution of the Article may be extended. If Buyer does not provide the revision request within 3 (three) calendar days from receipt of the article, the article deemed to be accepted by Buyer without objection.

When submitting a revision request Buyer must clearly and specifically describe in detail what exactly they need changed or improved in the Article and submit such request to the author. If the author fails to modify or improve (or any iterations thereof) Article in accordance with such Revision Request, Buyer may reject the Article entirely, in which case the money reserved for the Article will not be charged and will be returned from the Buyer’s reserved balance to Buyer’s main balance. Buyer agrees that Invise may make the final decision as to whether Buyer’s rejection of the Article is justified, and Buyer agrees to accept such decision as final.

4.19.4. Rights to accepted articles. Buyer has no rights to or ownership of any article until it is accepted and paid in full. Once the article is accepted and paid in full, Buyer gains the right to publish, perform, display, reproduce, distribute, create derivative works and sell the ordered, accepted and fully paid article in any type of media including, but not limited to, print and or online media throughout the world.

4.20. Once Buyer orders any of the Content Subscription Plans, they fully accept all the provisions mentioned herein.

4.21. A free trial is a special limited-time offer for users who work with Invise on a subscription basis. A free trial option becomes available after a complete registration with Invise. A special offer lasts for 14 (fourteen) days. Within this period, users are eligible to employ features of “Professional” or “Premium” plan free of subscription charge.

N.B. A decreased commission/no commission features are not available with a free trial. To open Publishers’ URLs the balance must be topped up with a minimum of $25 (twenty-five).

Once a user completes registration, a free trial block appears in the client panel (Balance/Subscriptions/Subscription plans). Every user can see the final date of the trial period (defined with “available until”).

If the user does not switch to the “Professional” or “Premium” plan before the free trial expiration date, he/she automatically gets transferred to the “Basic” plan.

4.22. Basic Content Subscription Plan (“Basic” plan) is the plan which lets Buyer use Invise services without having to pay a subscription fee. Still, it is important to comprehend that the “Basic” plan imposes certain restrictions on Buyer, namely:

• Publishers’ URLs are closed in the “Search for publishers” and “Recommended sites” sections.
• Limitations for open offers activation. Buyer will not be able to activate an open offer until they top up their balance with at least $25.

Buyer is knowledgeable of and accepts that they pay 30% commission for Invise services.

4.23. Professional Content Subscription Plan (“Professional” plan) is the paid subscription plan which provides Buyer with expanded Invise functionality on a monthly fee basis. After registration with Invise, Buyer will have 14 days to order the “Professional” plan for a special price of $39 for the first month. For each subsequent calendar month, Buyer shall pay the monthly subscription fee of $79.

Once Buyer selects and pays for the “Professional” plan, they will get access to the following:

• Open Publishers’ URLs in the “Search for publishers” and “Recommended sites” sections.
• Unlimited number of open offers active upon creation (unless Buyer decides not to activate their open offers).

Buyer is knowledgeable of and accepts that they pay 15% commission for Invise services.

“Professional” plan starts immediately after Buyer fulfills monthly payment and lasts 30 calendar days starting from the payment date. On the 30th day, Buyer will get automatically charged to prolong the paid subscription. At that, Buyer has the right to change or cancel the paid subscription at any time.

In the case of the monthly payment failure or Buyer’s cancellation of the paid subscription plan, its functionality will stay active until the end of the paid period. After that, Buyer will be automatically switched to the “Basic” plan.

4.24. Premium Content Subscription Plan (“Premium” plan) is the paid subscription plan which provides Buyer with advanced content services on a monthly fee basis. After registration with Invise, Buyer will have 14 days to order the “Premium” plan for a special price of $99 for the first month. For each subsequent calendar month, Buyer shall pay the monthly subscription fee of $199.

If Buyer selects and pays for the “Professional” plan, they will have an extra 30 days starting from the payment date to switch to the “Premium” plan for a special price of $99 for the first month. For each subsequent calendar month, Buyer shall pay the monthly subscription fee of $199.

Once Buyer selects and pays for the “Premium” plan, they will get access to the following:

• Open Publishers’ URLs in the “Search for publishers” and “Recommended sites” sections.
• Unlimited number of open offers active upon creation (unless Buyer decides not to activate their open offers).
• 0% commission for Invise services.

“Premium” plan starts immediately after Buyer fulfills monthly payment and lasts 30 calendar days starting from the payment date. On the 30th day, Buyer will get automatically charged to prolong the paid subscription. At that, Buyer has the right to change or cancel the paid subscription at any time.

In the case of the monthly payment failure or Buyer’s cancellation of the paid subscription plan, its functionality will stay active until the end of the paid period. After that, Buyer will be automatically switched to the “Basic” plan.

4.25. If Buyer decides to change the Content Subscription Plan, its functionality is annulled, and Buyer shall be immediately subscribed to the new Content Subscription Plan.

5. TERMS AND CONDITIONS FOR PUBLISHERS

5.1. Publisher agrees to consider task offers received from Buyers within 5 days.

5.2. A task is automatically rejected if:

• It has been in the Your Acceptance status for more than 14 days
• It has been in the In Progress status for more than 14 days, and Publisher has not attempted to send the task for Buyer’s approval

5.3. All the bids with the New status are automatically deleted from the open offer after 30 days

5.4. After accepting a task offer from Buyer, Publisher is obliged to complete the task specified by Buyer.

5.5. Completed task must conform to the requirements specified by Buyer.

5.6. Prices for available service types are set by Publishers.

5.7. If Buyer’s requirements are not met in the completed task as well as in case of detection of paid content deleted by Publisher, Buyer’s fees are refunded, if Publisher has a sufficient amount in the account. If the amount in the account of Publisher is not enough, the Administration has the right to freeze his account until clarification of all the circumstances of the removal or placement of incorrect content.

5.8. Changes to the content published and approved by Buyer are not allowed. It is also forbidden to place any other links, advertisements, etc. in the task content other than those that have been specified by Buyer.

5.9. Buyer has the right to return to Publisher task for redoing if it is not meeting the specified task requirements. No more than 3 task revisions are allowed to be made by Buyer, then Buyer is obliged to transfer the agreed payment to Publisher.

5.10. In case if:

• Buyer returns task for redoing more than 3 times, or
• Buyer fails to send redoing conditions to Publisher in more than 3 calendar days,

Publisher has the right to appeal to Administration about acceptance of the task performed and payment transfer.

5.11. All correspondence between Buyers and Publishers are stored on the Invise server and can be used by Administration in resolving disputes.

All information about tasks and payments received by Publishers from Buyers, is confidential and not subject to distribution.

5.12. Publisher’s platforms should be open for all without prior registration. Specific platform entries are allowed to be closed and hidden, but all paid entries must be opened.

5.13. Publisher is forbidden to delete content, placed at the request of Buyer, and also the platform itself.

5.14. Administration considers any disputes between Publishers and Buyers in accordance with these Terms and Conditions, on the basis of Buyer’s task, as well as the correspondence between Publisher and Buyer.

5.15. Administration has the right to suspend Publisher’s account in the event of any breach of these Terms and Conditions, direct or indirect, for the time needed to ascertain the circumstances of such breach, or delete his account.

5.16. When suspending or deleting Publisher’s account Administration within 7 days performs payments to Publisher – in case if Buyer at the time of the account suspending accepted, but did not manage to pay for the completed tasks.

The rest of the balance will be transferred to Publisher’s last known payment details.

In the absence of information about the payment details Administration will notify Publisher about the balance size by email. In this case, Publisher is obliged to agree with Administration the manner and period of repayment of the rest of the balance.

5.17. Task payment is reserved on Publisher’s balance as soon as the task is created by Buyer and sent for Publisher’s acceptance. Once the task is completed (i.e. task was approved by Buyer), payment for it is transferred to Publisher’s main balance.

5.18. Withdrawals can be made for completed tasks only (i.e. task was approved by Buyer). Publisher is responsible for providing the correct PayPal email while making the withdrawal request. If the email provided is incorrect, and the payment has been sent to it, the withdrawal is considered to be completed. Invise will not send the same payment again to the corrected email.

5.19. When Publisher withdraws money, Invise service charges 7.9% commission, which consists of two parts:

• 4% – the commission that compensates the 5.23%+ PayPal fee that Invise pays directly to PayPal; it is paid by all Publishers,
• 3.9% – the service fee; Publishers who’ve joined Invise after August 1 (including), 2018 are liable to this commission.

5.20. Minimum payout is 60 USD.

5.21. Requirements to websites being added to the Invise system:

1. Number of website pages indexed by Google must be no less than 50 pages.
2. Age of domain must be no less than 6 months.
3. Domain Authority must be no less than 15.
4. Free web-hosting is forbidden.
5. Website must have unique, readable and frequently updated content.
6. Limited amount of website space is allowed to be covered with advertising in order not to disturb website visitors. Website must not have any intrusive advertising, pop-ups, pop-unders, click-unders, etc. Website must have reasonable number of outgoing links and must not be spammy.
7. Websites that violate the laws of the USA are forbidden.
8. Websites that violate copyrights are forbidden.
9. Websites that do not conform to the public moral and ethical standards are forbidden.
10. Forbidden website categories:
    • Adult
    • Dating
    • Gambling
    • Sports betting
    • Competitive services
    • Marketplaces
    • Binary options
    • Hacking, warez, cheat codes, unlicensed software
    • Occult and magical services
    • Sale of fakes
    • Smoking, cigarettes, tobacco, etc.
    • Alcohol
    • Weapon, arms, armament
    • Forums and open web platforms
    • Announcement marketplaces
    • Fraudulent activities
    • Financial pyramids
    • Forex trading
    • Medical websites without providing valid licences
    • Pharmaceutical goods, including, but not limited to dietary supplements, drugs, herbs, vitamins, sports nutrition, etc.
11. Moderator also evaluates websites from a user perspective. Thus, a website can be rejected if it is not visually appealing and user friendly.

Moderation decision can be changed by Administration after the website has been approved or rejected. Website can be rejected after having been approved if its quality has deteriorated, and it is no longer in conformity with existing moderation rules.

5.22. If Publisher deletes a site before a task associated with it moves to the “Completed” status, the money for the task will be sent back to Buyer.

5.23. Adding funds is available for Publisher, however, they will be deposited into his Buyer’s account.

6. REFUND POLICY

6.1. All prices are listed in Invise credits. 1 credit equals 1 USD. By adding funds to his account User purchases credits. At the moment User can purchase credits using PayPal and credit cards. Once credits are purchased, Invise services are considered to have been provided and payment becomes final and non-refundable. However, User has the right to contact Invise and ask for a refund to his PayPal account or a credit card within 30 days of such payment if he believes it has been made by mistake. No refunds will be made for any payments which were done more than 30 days ago.

6.2. All task payments are final and non-refundable. However, in case of improper task performance Buyer has the right to request a dispute and ask for a refund. Invise reserves the right to arbitrate any disputes between Buyers and Publishers. If the dispute is resolved in favor of Buyer, a refund will be made to Buyer’s balance to be spent within the Invise system.

7. REFERRAL PROGRAM

Invise Referral Program partners with a third-party platform GainRock. As soon as User joins Invise Referral Program, they are redirected to gainrock.com to accept the Invise Referral Program Terms and receive their unique affiliate link to promote Invise.

When redirected to gainrock.com, users are bound by the GainRock Terms of Service and Privacy Policy as well as by the above mentioned Invise Referral Program Terms.

8. PROHIBITED ACTIVITIES

You may not use the Invise service for activities that:

• violate any law, statute, ordinance or regulation.
• relate to actions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) cigarettes, (d) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (e) stolen goods including digital and virtual goods, (f) the promotion of hate, violence, racial or other forms of intolerance that is discriminatory or the financial exploitation of a crime, (g) items that are considered obscene, (h) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (i) certain sexually oriented materials or services, (j) ammunition, firearms, or certain firearm parts or accessories, or (k) certain weapons or knives regulated under applicable law.
• relate to actions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the sale of traveler’s checks or money orders, (h) involve currency exchanges or check cashing businesses, (i) involve certain credit repair, debt settlement services, credit transactions or insurance activities, or (k) involve offering or receiving payments for the purpose of bribery or corruption.
• involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.

9. OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS

9.1. All Rights Reserved. User acknowledges and agrees that all rights, title, and interest to, any and all intellectual property rights of all types or nature whatsoever, including, without limitation, patent, copyright, trademark, database rights as well as moral rights, know-how and trade secrets (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, in the Services, the platform used to provide the Services (technology, hardware, software, etc.), any code or software (SDK, API, etc.) which may be provided to User or for User’s use under this Agreement and any work products created and/or delivered herein and related documentation (forming the Invise.com Websites and Services) are and will remain solely and exclusively our property and/or the property of Invise, Invise licensors or affiliates. User is granted no title or ownership rights in the Invise.com Websites or Service. User’s right to use the Websites, Services and any part thereof is strictly limited to the provisions of this Agreement and we reserve all rights not expressly granted herein.

9.2. Invise Marks. Invise.com® is trademarks, DBAs, and trade dress and/or service marks of Invise.com and/or our affiliates and subsidiaries. Other marks, graphics, icons, names and logos used or displayed on or through the Websites are trademarks, trade dress and/or service marks (“Marks”) of us and our affiliates and subsidiaries or otherwise are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us and may be subject to such third parties’ terms and conditions. User may not use any metatags or any other “hidden text” utilizing any of the aforementioned trademarks, trade dress and/or service marks without our and respective owner’s prior written permission. User’s right to use the Marks is strictly limited to the manner of use as instructed and approved by us, which right may be revoked or changed at any time at our (or the respective owners’ or licensors’) sole discretion. User will accordingly change or remove such display of materials immediately upon request by us or the respective Mark owners or licensors. User acknowledges and agrees that User shall not contest the ownership of the Marks on the Websites for any reason. User’s use or display of Marks will terminate effective upon the termination of this Agreement, suspension of the Services or upon notification by us or the respective owner or licensor to discontinue such use or display.

9.3. User’s Marks. User hereby grants us a worldwide, non-exclusive, unlimited and royalty-free license to use User’s brands, names, logos, trademarks, trade names and service marks as used by User for informational and advertising purposes only.

9.4. Feedback. Users are under no obligation to give Invise any ideas, suggestions, comments or other feedback related to the Websites, the Services, or the business or operations of Invise.com. If any User shares ideas, suggestions, comments, or other feedback with Invise, Invise.com will own such idea, suggestion, comment or feedback. User hereby assigns all of User’s right, title, and interest in such idea, suggestion, comment, or feedback to Invise.com and agrees that Invise will be free to use and implement same, without restriction or obligation of any kind, without, however, any obligation to do so.

10. TERMINATION

10.1. Termination Right. Either party may terminate this Agreement at any time in its sole discretion with written notice to the other.

10.2. Effect of Termination. Upon termination of this Agreement, all rights of the affected User with respect to the use of Websites or Services shall terminate immediately.

10.3. Survival. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

11. WARRANTY DISCLAIMER & LIMITATION OF LIABILITY

11.1. Disclaimer. Except where prohibited by law, the Services and the Websites are provided “as-is” and “as available” and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, accuracy, or non-infringement. We make no warranty that the Services or the Websites (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We further make no warranties or representations regarding the accuracy or completeness of the content on any sites linked to the Websites.

11.2. Limitation of Liability. In no event shall Invise, its officers, directors, employees, or agents, be liable to you or to any third party for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of the Services or the Websites. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the greater of (a) fifty dollars ($50) or (b) amounts you have paid to us in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

11.3. Third Party Products and Services. Invise does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Websites or any hyperlinked website or featured in any advertising, and Invise will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.

11.4. Other Jurisdictions. We make no representations that the Services or the Websites are appropriate or available for use in all locations. Those who access or use the Services or the Websites from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.

12. INDEMNITY

You agree to defend, indemnify and hold harmless Invise and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services and the Websites; (b) your violation of any term of this Agreement; or (c) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive the termination of this Agreement and your use of the Services and the Websites.

13. MISCELLANEOUS

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Invise regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Invise shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Buyer nor Publisher are employees of Invise. Neither Invise, Buyer nor Publisher shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without Invise’s prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Invise and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Invise, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. Invise may change the Agreement and/or the Privacy Policy at any time. Any use by you, your affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by Invise. Invise reserves the right to discontinue offering, and/or modify the Services at any time. The organization, specifications, structure or appearance of any Invise property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.