Terms and Conditions

By accessing and using our services, including but not limited to creating an account with Invoke.Vision, you accept and agree to be bound by the terms and provision of this Publisher Terms. In addition, when using these particular services, you shall be subject to any posted guidelines or rules applicable to publishing services. Any participation in our website will constitute acceptance of this agreement between us (Invoke Vision)  and you (Publisher). If you do not agree to abide by the above, please do not use our services.

 

These terms of agreement govern your use of the Invoke.Vision widget. If you are using our services on behalf of another individual or an entity, you agree and warrant that you are fully responsible and required to bind the individual or entity for which you are assessing and using our services to the terms of this Agreement. If you do not agree, then you may not use the Invoke.Vision Widget or the Account on behalf of any individual or entity and you must therefore discontinue all usage or assess to the Invoke.Vision Widget immediately.

Please note that the terms “We”, “Us”, and “Our” refer solely to Invoke.Vision and the term “You” refer to you as the publisher or user of this service.

NOW, THEREFORE, after you have have valuably considered, received and accepted these terms hereby acknowledged, We hereby agree as follows:

 

1. Invoke.Vision Widget; Publisher Websites:

a. Invoke.Vision is the provider of an advertising network that is used to manage all the advert placements made on our website. We use this network for publishing your ads.
b. You agree to use the Invoke.Vision Widget on our Websites which we will redesign or modify from time to time within your account in order to enable other visitors to the Publisher Websites to access the advertisements posted and published via the Invoke.Vision Network.
c.         We hereby agree and warrant that,

      we own, manage and control the Publisher Websites,

      we own and as such have the valid rights over all the content and material that appear herein on the Publisher pages,

      we are also responsible and liable for granting the rights to these contents to whomsoever we deem fit.

      We warrant that the use of our Publisher Websites will not infringe upon the rights of any third party.

      We hereby acknowledge and agree that Invoke.Vision may:
a.         suspend or terminate your use of, or remove, the Invoke.Vision Widget immediately without prior notice or warning, or
 
b.         request that you immediately suspend or terminate your usage of Invoke.Vision on any given Publisher Website, or any page thereof, for any or no reason, in our sole discretion, upon prior notice to you.

 

2.         User Accounts and Security:
a.         Eligibility.
You attest that you are legally an adult and that you have legal capacity to enter any contract according to the laws made available in the jurisdiction where you live.
b.         Account.
Before you can gain access to the Invoke.Vision website and use our full services, you must create a user account. You can create a user account when you successfully complete the registration process on invoke.vision.
c.         Account Security
You are safe and secure on our website as long as you are as confidential as possible about your account credentials. You are solely liable to maintain the confidentiality and security of your Account password. You agree to immediately notify Invoke.Vision if you confirm or suspect that your account password may have been stolen or forgotten.
d.         Account Sharing or Transfers.
You must not share, transfer, or sell any user account, unless you give consent to your minor child to own an account in which case the account is registered under your name and credentials and you accept full responsibility for the conduct of the minor child. Even then, your password safety is your sole responsibility.
e.         Cancellation by You.
You can cancel any Account registered by you or on your behalf at any point in time. To exercise this right, you must send a request to cancel your Account to support@Invoke.Vision.
f.          Termination by Invoke.Vision.
Invoke.Vision reserves every right to deny anyone access to our services at our sole and absolute discretion for any reason whatsoever. We offer you our services with the understanding that Invoke.Vision can and will terminate any user account registered to you, by you or on your behalf for any reason or no reason, including but not limited to violation of any terms of this Agreement. We may stop offering our services to you.
g.         Effect of Account Cancellation or Termination.
If you terminate your account you may reactivate it at any time via the Account interface through the Invoke.Vision website. However, user accounts that we terminate for any type of abuse, including but not limited to a violation of this Agreement, cannot be reactivated for any reason by you or us.


3.         Campaign Period:
The terms provided in this agreement are effective from the date that you create an account with Invoke.Vision (the "Effective Date") until your account is terminated by Publisher or Invoke.Vision, as set forth in the Section 7a below. Please note that the terms in Sections 4, 5, 7, and 9 through 14 of this terms of agreement will not expire or be terminated even if your account is terminated.


4.         Revenue Share:
You will receive a percentage of all the AGR. AGR which is an acronym for "Adjusted Gross Revenue" means the gross revenue that Invoke.Vision generates in a month from the advertisements posted on our Publisher pages after we deduct
a.         credit that Invoke.Vision issued to advertisers, and/or
 
b.         expenses of bad debt incurred by Invoke.Vision.


5.         Additional Payment Terms:
a.         Analytics Report.
Invoke.Vision’s servers will track all revenue and number of impressions on Publisher pages monthly. You therefore acknowledge and agree that, subject to this Term of Agreement, We will give appropriate reports and statistics that will be controlling for all purposes, including but not limited to, calculations of due payments. We represent that to the extent that we make available to You at any time, the reports and all the information presented in any such online reports thereof shall at all times be subject to personalized month-end adjustments made by Invoke.Vision in its sole discretion.
b.         Payment.
The AGR payments shall be made by Invoke.Vision, with respect to the given month in which the revenue was realised, that is in 30 consecutive days. However, will issue no payments of any amounts less than 50.00 USD. In a case whereby within 30 days,  a publisher’s account was terminated or is expired, Invoke.Vision shall pay all amounts payable under this Agreement to publisher, regardless of whether such amount is less than 50.00 USD as stated in this agreement. In the course of this agreement, all due earnings that are unpaid or unissued will rollover to the next pay period, that is the following month. However, if the Publisher has debts to Invoke.Vision and is also an advertiser using the Invoke Vision website, We will notwithstanding the foregoing withhold or offset all payments due to Publisher until we receive all payments due to Invoke.Vision.
c.         Withholding Payment.
In consideration of any other provision of this Agreement, Invoke.Vision will not be liable to any Publisher or any third party for the payment of any payment for impressions, page views or click-throughs that Invoke.Vision believes, in its sole discretion, is as a result of
i.          "Non-Approved Implementations" as defined below for purposes stated clearly, "Non-Approved Implementations" means implementing, placing and using the Invoke.Vision Website in a manner for which it is not intended to be implemented, placed or used and/or has the intent or effect of causing artificially or fraudulently induced clicks or impressions, or

ii.         any means that are invalid, automated, deceptive, fraudulent, or any means which may be generated by or originated from any person or which may come from, but not limited to automatic openings, robots, automated programs, spiders, browser toolbars, requests in e-mail or chat rooms, adware or spyware, script generators, that places and uses the Invoke.Vision websites in a manner for which it is not intended to be placed or used. These impressions that are not generated by a browser, impressions that are not brought about by an active action of a human end user, and impressions that Invoke.Vision and/or a third party advertiser otherwise determine, in their sole discretion, to be of poor quality or to come from any form of artificial traffic.
 
You must take reasonable steps to prevent such artificial traffic by blocking IP addresses and user accounts which are associated with such malicious traffic. Publisher shall cooperate with Invoke.Vision in any investigation of possible artificial traffic, including granting us access to your access logs and other customer and affiliate information, to the extent that such cooperation by the is commercially and legally reasonable and which is not in violation of any agreement between the Publisher and a third party. If Invoke.Vision determines the Publisher has consciously engaged or facilitated any such artificial traffic, Invoke.Vision may consider such engagement a breach of this Agreement and, in addition to its other rights and remedies, Invoke.Vision may terminate the publisher’s account immediately from the time such malicious engagement is noticed and withhold payment up to the amount generated through such artificial traffic,

iii.         the Invoke.vision website will mandatorily take up more than half of the portion of any publisher pages when such page loads,
 
iv.        to view the publisher content contained in a page, you must click on the Invoke.Vision Widget,
 
v.         the Invoke.Vision Widget appears as a pop up on the publisher page when such a page loads, and/or
 

vi.        more than five (5) appearances of the Invoke.Vision Widget are seen or made available on all publisher pages.


d.         Right to Set-off.
Invoke.Vision reserves the rights to, from time to time in any given payment period and in our sole discretion, withhold, credit, set-off or recoup from any amounts payable to you, any amounts already paid or reimbursed to advertisers or other third parties because of cases of artificial traffic, without considering whether any such payment or the obligation to make any such payment is contingent to or that relates to this Agreement, or whether any such payment is then due. The rights we described in this Section 4 are in addition to any other rights and responsibility made available under this Agreement or any applicable law.


e.         Taxes.
Invoke.Vision is thereby not responsible for paying any taxes on behalf of anyone whatsoever.


f.          Guarantees.
YOU AGREE AND ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT ANY REVENUE GENERATED WILL BE AS A RESULT OF THIS AGREEMENT. WE ACKNOWLEDGE THAT THERE IS NO GUARANTEE THAT ANY IMPRESSIONS, NO MATTER HOW LOW, OF ADS WILL BE GENERATED AS A RESULT OF THIS AGREEMENT.


g.         Audit.
Invoke.Vision is responsible to maintain full, accurate and complete records as well as relevant documentation pertaining to all the impressions served hereunder as well as all payment therefore for a period of twelve months counting from the last delivery of impressions as stated in this Agreement. During the term that this Agreement is active and for a period of twelve months thereafter, You are entitled, at your expense, either directly or through an external auditor to audit the records available on Invoke.Vision for the sole purpose of verifying all amounts payable or paid by Invoke.Vision hereunder and compliance with this Agreement. All audits will be carried out only once in twelve months, during Invoke.Vision's normal business hours with a written notice to us in a period not less than ten business days, and such audit will be conducted in a manner that does not interfere with Invoke.Vision's normal business operations. If an audit is not in compliance with the terms of this agreement, or shows an error in the Invoke.Vision Records or discrepancy between the Invoke.Vision Records and amounts paid to You, Invoke.Vision shall promptly correct such non-compliance, error or discrepancy, and the responsible party shall promptly pay, as applicable, any and all amounts necessary to correct such discrepancy, error, or non-compliance. Anything that is contrary to the aforestated, if any audit shows an underpayment by Invoke.Vision greater than five percent of the amount actually due during the period audited, then Invoke.Vision shall reimburse you for the costs of the audit.


6.         Placement Requirements:
a.         Invoke.Vision shall provide, via your online account, all the online tools that will allow you to develop and personalize the Invoke.Vision website to be used by you your page. At your request, and subject to our prior agreement, we may develop, customise and deliver, or assist you to develop and design our website for your usage. Invoke Vision reserves all the rights to approve, reject, or request modifications to, any use and/or placement on the Publisher pages, in each case, all these are done at our sole discretion.
b.         You give your consent to grant us the rights during the term of this Agreement
i.          to toggle the Invoke.Vision Widget on your page in order to develop and serve advertisements; and
 
ii.         to use your brand name and your logo when talking about Invoke.Vision's customers in our marketing materials.
 
You further agree
iii.         not to do anything that might impede the provision of our services; and
 
iv.        to comply with the Federal Trade Commission's Disclosure Guidelines by attributing to Invoke.Vision (in a form that has either been provided by Invoke.Vision or approved by Invoke Vision) or making a reference statement that advertisements or links which are displayed from the Invoke.Vision website are "Sponsored" or "Promoted" or other similar reference to show that it is as a result of external promotion.
 
Invoke.Vision maintains the sole responsibility to remove, suspend or terminate without further ado the Invoke.Vision website from you if you fail to include these reference statements. Additionally, you agree that for maintenance and optimization purposes, Invoke.Vision may at any time conduct tests and surveys to determine how users interact with the Publisher Websites and the Invoke Vision Widget.
c.         You agree that you will not, directly or indirectly:
i.          use, post or promulgate the Invoke.Vision Widget in association with any material or content which is, or that may be considered illegal, pornographic, unlawful or to be infringing any applicable laws, obscene, gambling-related, weapon or ammunition-related, violent, libelous, defamatory, indecent, seditious, offensive, promotional of illicit drugs and drug paraphernalia, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, invasive to privacy, discriminatory (racially, ethnically or otherwise), in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses;
 
ii.         involve us or our services in any activity that disparages or devalues Invoke.Vision, the Invoke.Vision website, the Invoke.Vision Network, or the reliability, reputation or goodwill of any of them;
 
iii.         change, modify, amend, truncate, bypass, alter, edit, or reorder any aspect of the ads on the Invoke Vision Widget;
 
iv.        conduct or facilitate any form of artificial traffic;
 
v.         crawl, index, copy, cache or store any information invented by Invoke.Vision, or contained in our website; or
 
vi.        send to Invoke.Vision any personal information of any user or other person.
 
Invoke.Vision reserves all the rights to immediately remove or otherwise suspend or terminate the Invoke.Vision Widget on the Publisher pages if you fail to comply with the foregoing.

7.         Rights to Terminate Agreement:
a.         The rights to terminate this agreement lies invariably with you or Invoke.Vision upon three days written notice to the other party stating the underlying reason. Upon any such termination or removal, you will be removed from the Publisher Websites and all of the underlying webpages therein.
b.         Invoke.Vision is solely responsible for paying for all served impressions and all Adjusted Gross Revenue until your account is removed from all of our Publisher Websites.


8.         Publisher's Right to Reject Individual Ads:
Invoke.Vision reserves every right to determine, place and display, in its sole discretion, advertisements on or within the Invoke.Vision Network. Nevertheless, you have the right to request in official written notice, the removal of any individual link to sponsored content that is posted within the Invoke.Vision Website, for any reason. These links will be removed or entirely revoked in one business day following Invoke.Vision's receipt of your notice.


9.         Ownership:
Invoke.Vision owns all intellectual property rights to all the Invoke.Vision Website and you own all intellectual property rights to the materials you post in your Publisher page.


10.       Indemnification:
a.         You agree and acknowledge to defend, indemnify, and hold Invoke.Vision and its affiliates as well as our respective officers, directors, shareholders, attorneys, representatives, contractors, and employees, and all of our respective successors, heirs, personal representatives and assigns, harmless from and against all claims, damages, charges, liabilities, recoveries, judgments, penalties, and costs and expenses whatsoever that may be obtained against, imposed upon or suffered by Invoke.Vision and/or its affiliates as a result of, arising from or relating to
i.          any way proven by law that you breach your representations, warranties or covenants contained herein, or
 
ii.         any claim that your websites, pages or any of its content violates a third party trademark, trade secret, copyright, patent or privacy right.


b.         A party (The Pursuant) which is claiming indemnification pursuant to this Section must notify promptly the other party against whom such indemnification is brought against of any such claim so that it becomes aware and must:
i.          at the Pursuant’s expense, reasonably cooperate with the Pursuant in connection to the defense or settlement of any such claim, and
 
ii.         at the Indemnified Party's expense, have entitlement to participate in the defense of any such claim.

In no event will the Indemnifying Party enter into any agreement to any disposition of the indemnified claim(s), without the prior written consent of the Indemnified Party.


11.       Limitation of Liability:
a.         TO THE EXTENT PERMISSIBLE UNDER EVERY APPLICABLE LAW, Invoke.Vision IS NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF BUSINESS, PROFITS, FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, REGARDLESS OF THE ACTIVITY, WHETHER IN CONTRACT OR IN TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, EVEN IF Invoke.Vision HAS BEEN NOTIFIED OF A POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY REFLECTS A VOLUNTARY, AND INFORMED,  ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. IN ADDITION, Invoke.Vision WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, LOSS OF DATA OR CONTENT CAUSED BY ITS PRODUCTS, SERVICES OR WEBSITES.


12.       Confidential Information:
"Confidential Information" in this case is used to mean all oral or written information that is referred to as confidential or private to one party or to the other. You shall not disclose or use the other party's Confidential Information for any purpose other than the purposes contemplated by this Agreement, unless such disclosure or use is done with consent of the other party attained by written permission of the other party. Either party may disclose the other party's Confidential Information to the extent required by applicable law, but only after five days prior written notification to the other party of such requested disclosure. Upon termination, cancellation or expiration of your account for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or they will destroyed. Your Confidential Information shall remain your property, and Invoke.Vision's Confidential Information shall remain the property of Invoke Vision.


13.       Governing Law; Jurisdiction:
This Agreement is governed by and interpreted in compliance with the laws of the State of California. Except as stated in this Section, all disputes arising from or related to the terms of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within Los Angeles, California and each party agrees to submit to the personal jurisdiction and venue of such courts.


14.       Binding Arbitration:
a.         Arbitration Procedures.
 Invoke.Vision and you agree that, except as provided in Section 14(d) below, all controversies, disputes and claims related to these terms of Agreement shall be finally and exclusively resolved by binding arbitration. The binding arbitration may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by either Party shall be considered final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated and under the terms set forth in this Agreement. In the event of a conflict or a controversy between the terms set forth in this Section 14 and the JAMS Rules, the terms in this Section 14 will control and prevail.
Except as otherwise stated in Section 14(d), you may seek any legal help available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both parties have the opportunity to discover non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration is mandatorily governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this Agreement,
a.         Publisher and Invoke.Vision may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and
 
b.         the arbitrator's decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU AGREE THAT YOU DO NOT HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.


b.         Location.
The arbitration will take place in Los Angeles, California unless the parties agree to video, phone and/or internet connection appearances.
c.         Limitations.
 Publisher and Invoke.Vision agree that any arbitration shall be limited to the Claim between Invoke.Vision and Publisher individually. PUBLISHER AND Invoke.Vision AGREE THAT
a.         THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES;
 
b.         THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND
 
c.         NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
d.         Exceptions to Arbitration.
 Publisher and Invoke.Vision agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration:
a.         any Claim seeking to enforce or protect, or concerning the validity of, any of Publisher or Invoke.Vision's intellectual property rights;
 
b.         any Claim related to, or arising from, allegations of theft, piracy or invasion of privacy; and
 
c.         any Claim for equitable relief.
 
Notwithstanding the other provisions of this Section 14, each party acknowledges that any breach of this Agreement by a party, including, without limitation, any breach by a party of its confidentiality obligations or negative covenants hereunder, may cause the non-breaching party irreparable harm for which there may be no adequate remedy at law and, in such case, the breaching party agrees that the non-breaching party shall be entitled to obtain equitable relief by injunction or otherwise, in any court of competent jurisdiction, without the obligation of proving damages or posting a bond or surety. In addition to the foregoing, either Party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.


e.         Arbitration Fees.
 
If Publisher initiates arbitration for a Claim, Publisher will need to pay the JAMS arbitration filing fee. If Invoke.Vision initiates arbitration for a Claim, Invoke.Vision will pay all costs charged by JAMS for filing the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
f.          Severability.
 
Publisher and Invoke.Vision agree that if any portion this Section 14 is found illegal or unenforceable (except any portion of Section 14(d)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 14(d) is found to be illegal or unenforceable then neither Publisher nor Invoke.Vision will elect to arbitrate any Claim falling within that portion of Section 14(d) found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and Publisher and Invoke.Vision agree to submit to the personal jurisdiction of that court.

15.       Referral Program.
a.         Referrals.
You may show Invoke.Vision other prospect Publishers from time to time. Invoke Vision shall be under no obligation to approve any Publisher as a Content Publisher. Invoke.Vision will evaluate each Publisher and determine whether such they can become a Publisher in our sole discretion. Should a anyone make a contract with Invoke.Vision from you or as a result of a referral from you, you will be entitled to a Commission. To avoid any doubt, Invoke.Vision will at no time have any obligation to enter into an Agreement with any referred Publisher brought by you, the determination of which will be made in our sole discretion.


b.         Billing, Collections and Commissions.
With respect to each referred Publisher, within a month of the applicable Payment Term for such referral, Invoke.Vision shall provide you a statement that contains information that will be required to determine the Commission. Together with such statement, Invoke.Vision shall issue a payment to you with a commission payment equal to 5% of Net Revenue earned by the referred Publisher through Invoke.Vision in the month. Also, the Publisher you referred will receive an additional 5% revenue share from your referral, no Commission however will be payable
i.          with respect to a reffered Publisher, following the applicable Payment Term,
 
ii.         with respect to an Excluded Publisher, and
 
iii.         following the expiration or termination of this Agreement.


c.         Eligibility.
The referral program is only available to approved Publishers by Invoke.Vision.


d.         Term.
The term of this Agreement shall commence on the date the reffered Publisher signs up with Invoke.Vision and shall continue for one year.


16.       Other Terms:
a.         This Agreement and any rights or obligations hereunder shall not be assigned or delegated by you without the prior written consent of Invoke.Vision, which shall not be unreasonably withheld. The rights and obligations of each party hereunder shall inure to the benefit of its respective successors and assigns.
b.         This Agreement constitutes the entire agreement and understanding of the parties in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement may be executed in any number of counterparts, including facsimile or PDF copies thereof, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
c.         Each Party represents and warrants that
a.         it has the necessary corporate and intellectual property rights, powers and authorities to enter into this Agreement and to fully perform its obligations hereunder and (ii) it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party.
d.         Publisher acknowledges and agrees that by clicking on the "I AGREE" button (or any similar buttons or links as may be designated by Invoke.Vision to show Publisher's acceptance of this Agreement), Publisher is entering into a legally binding contract. Publisher hereby agrees to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Account.
e.         You acknowledge and agree that by clicking "I AGREE" or using the Invoke.Vision Network and/or the Invoke.Vision Widget, Publisher represents that it has read and consents to Invoke.Vision's Privacy Policy in addition to this Agreement. Invoke.Vision may revise the Privacy Policy at any time, and the new versions will be available on the Invoke.Vision Network.

Welcome to Invoke.Vision!
Thanks for using our products and services (“Services”). The advertising Services in which images, texts, and hyperlinks supplied by an advertiser, (hereinafter referred to as “you”, or your”) on websites owned by you or any unrelated third party are provided, owned and managed solely by Invoke.Vision.

 

Visitors that click on these hyperlinks found on the websites go to a designated landing page accrued to your website. You pay Invoke.Vision for each click generated to the landing pages. These advertiser terms covers the terms and conditions that governs your use of our website and all the products and services made available through invoke.vision.

 

 This terms show agreement between Invoke.Vision (hereinafter referred to as "Invoke.Vision," "we," "us," or "our") and you (hereinafter referred to as “advertiser”, “you”)
Invoke.Vision may make amendment to this document at any time. You agree that you will be bound by any changes to this terms. Invoke.Vision may make changes to our website and/or our services at any time. You understand that Invoke Vision may discontinue or restrict your use of our website and/or our services for any reason or no reason with or without notice.

By using our Services, you are agreeing to these terms. Please read them carefully.

 

By using and accessing our website and our Services, or by clicking "I ACCEPT" or any similar button in a click-through format, signifies that you agree to these Terms of Agreement and thereby constitutes a legally binding acceptance of these Terms of Agreement, including any modifications that Invoke.Vision makes from time to time. You acknowledge and agree that by clicking on the "I ACCEPT" button or any similar button, you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into agreements, to create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through our services. If you are accepting these Terms of Agreement on behalf of an individual or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to these Terms of Agreement. If you do not have such authority, then you may not use our website and/or our services on behalf of your employer or such other entity and you must discontinue all use of our website and our services immediately.


1.         Privacy Policy
By clicking "I ACCEPT" or using our website or our services, you represent that you have read and given your consent in compliance to our Privacy Policy in addition to these Terms of Agreement. Invoke.Vision may revise the Privacy Policy at any time, and the new versions will be available on our website. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using our website and/or our services.


2.         Requirements.
Before you can use our Services, you are required to acknowledge that you will be subject to these Terms of Agreement and the Privacy Policy, which you will be deemed to have done by utilizing our services. These requirements may change along with our services. You are responsible for any Internet connection fees that you incur when accessing our services.


3.         Terms of Agreement Updates:
Invoke.Vision will revise or update these Terms of Agreement at any point in time. By continuing to use our website and/or our services, you agree to the current version of these Terms of Agreement as posted on our website. If at any point you do not agree to any portion of the then-current version of these Terms of Agreement, you must immediately stop using our website and our services.


4.         Description of Services
Through our website you may choose to use or access any from a variety of Services we offer. Our Services we provide pertain to blog posts, articles, user comments, messages, text, data, information, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips provided by you ( hereinafter referred to as "Content") on our website that is accessed by users of your websites, and promoted through our services. Invoke.Vision reserves the right to reject any Content for any reason. Additionally, you may request that Invoke.Vision create content for you (hereinafter referred to as "Articles") to be promoted through our services. Invoke.Vision will not advertise on any website that contains pornographic, hate material, gambling related material or any other material deemed illegal or offensive by Invoke.Vision or under applicable law.


5.         Representations and Warranties.
You represent and warrant to Invoke.Vision that
a.         you are the owner (or are otherwise the authorized license holder) of the copyright or other intellectual property rights to any Content provided to Invoke.Vision hereunder, and that you also have the right to deliver, and to authorize Invoke.Vision to, display, perform, distribute and exploit such Content in the manner contemplated by these Terms of Agreement without additional fee or payment whatsoever to any third party,
 
b.         you shall not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.


6.         Submitted Content.
Invoke.Vision does not claim ownership of any Content you make available through our services. At our sole discretion, such Content may be included in our services in whole or in part or in a modified form. With respect to such Content you submit or make available for inclusion through our services and your registered and unregistered trademarks, trade dress, service marks, graphics or logos (hereinafter referred to as "Licensed Marks"), you grant Invoke.Vision a perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully paid-up and non-exclusive license to use, copy, distribute, publicly perform, display, modify, create derivative works, and sublicense such materials or any part of such materials in any of the following:
a.         on our website or any Invoke Vision blog, newsletter or other communication or business development, sales or press release materials,
 
b.         as any part of our services;
c.         on any third-party website in connection with our services, and
 
d.         in any other reasonable manner that you might expect Invoke.Vision to use such Content and Licensed Marks.
 
The parties acknowledge and agree that the copyright, and all other right, title and interest, in and to the Articles written by Invoke.Vision shall remain with Invoke.Vision and you shall have no rights therein unless Invoke Vision otherwise grants you rights in a separate writing; and the copyright, and all other right, title and interest, in and to your Content shall remain with you and Invoke.Vision shall have no rights therein except as set forth in these Terms of Agreement or unless you otherwise grants Invoke.Vision rights in a separate writing. If supplied by you, you shall supply the Content to Invoke Vision in such formats and as otherwise consistent with Invoke.Vision's current and prevailing specification requirements.
You hereby represent, warrant and covenant that any Content you provide does not include anything to which you do not have the full right to grant the license specified in this Section 6. If supplied by you, you shall supply Content to Invoke.Vision in such formats and as otherwise consistent with our current and prevailing specification requirements. You agree that Invoke.Vision may use your name, Licensed Marks and logo, or otherwise refer to you, in its marketing materials and web sites as part of a list of its customers, and in any advertisement, news release or other publication of Invoke.Vision for the purpose of publicizing these Terms of Agreement and/or Invoke.Vision's relationship with you. Invoke.Vision reserves the right to set your campaign live once the funds have been added to your account and content has been approved by our team.


7.         Accounts and Security
a.         Eligibility.
You represent that you are an adult and have the legal capacity to enter into a contract in the jurisdiction where you reside.
b.         Account.
To access our services, you must have an account. You can create an account by completing the registration process on our website. By registering, you will have the ability to control certain settings for our services. Depending upon which Services you select, you may be required to supply contact and other information.
c.         Account Security.
Maintaining account security is very important. You are entirely responsible for maintaining the confidentiality of your account password. You agree to notify Invoke.Vision immediately if you believe that an account password may have been compromised.
d.         Account Sharing or Transfers.
You may not share or transfer any account, except that you may permit your minor child to use an account registered to you so long as you accept full responsibility for the conduct of that child. You may not disclose your password to anyone else.
e.         Cancellation by You.
You have the right to cancel any account registered to you at any time. You may cancel any account registered to you by sending a request to cancel your account to support@Invoke.Vision.
f.          Termination by Invoke.Vision.
Invoke.Vision reserves the right to deny service to any person and to reject any Content in Invoke.Vision's sole and absolute discretion for any reason. our services is offered with the understanding that Invoke.Vision may terminate any account registered to you and/or your access to our services at any time, for any reason or no reason, including without limitation for any violation of these Terms of Agreement. Invoke.Vision may stop offering and/or supporting our services or any portion thereof at any time.
g.         Effect of Account Cancellation or Termination.
If you voluntarily terminate an account or allow that account to lapse, you may reactivate that account at any time through the account interface on our website. Accounts terminated by Invoke.Vision for any type of abuse, including without limitation a violation of these Terms of Agreement, may not be reactivated for any reason. Upon cancellation or termination (whether by you or Invoke.Vision), all amounts due to Invoke.Vision hereunder from you shall become immediately due and payable.


8.         Terms of Payment; Reporting
a.         Budget.
You will designate either a daily budget or a total budget (as applicable, the "Budget") for your account. Due to the nature of Internet marketing, Invoke.Vision has the right to deliver and you agree to pre-pay for an amount of Clicks equal to 110% of your Budget. Upon the entire depletion of your account Budget, your account will be inactive until the funds in your account are replenished.
b.         Extended Terms.
All Budget amounts are required to be prepaid by credit card and/or wire transfer. If you desire to pay on extended terms and not via pre-pay, you may apply for extended terms from Invoke.Vision by first submitting a request for extended terms to credit@Invoke.Vision. Invoke.Vision may deny extended terms to you in its sole discretion.
c.         Payment.
Unless otherwise agreed in a separate writing signed by you and Invoke.Vision, you agree to pre-pay for Clicks in advance of Invoke.Vision delivering such Clicks to you. For Clicks for which you have not prepaid, you agree to make all payments for such Clicks when due. If your account has a current or past due balance with Invoke.Vision's accounts receivable and you are also a publisher on our website, Invoke.Vision reserves the right to withhold money due to you under the publisher agreement and/or to withdraw funds from your account in order to make your account current.
d.         Invoice.
Invoke.Vision software and servers shall track all Click information and you acknowledge and agree that, subject to this Section 8.4, Invoke.Vision's reports and statistics will be controlling for all purposes including, without limitation, calculation of pre-paid amounts allocated for Clicks delivered to you by Invoke.Vision and, in the event the prepaid amount does not cover the amount of Clicks delivered to you by Invoke.Vision, payments for such Clicks and any other payments due under this Agreement. Invoke.Vision will grant you access to an online reporting tool which allows you to review Click information. If and to the extent Invoke.Vision makes any real-time (or near real-time) online reporting to you, such information shall at all times be subject to customary calendar month-end adjustments made by Invoke.Vision in its sole discretion. You will pay for Clicks based on Invoke.Vision's reporting. Invoke.Vision will deliver an invoice to you after the close of each calendar month (the "Invoice"). The Invoice will report the number of Clicks occurring in such calendar month. You acknowledge and agree that a Click does not guarantee that a visitor will actually arrive at the requested target Landing Page and that a Click will be considered valid even if the target Landing Page is busy or not available. In the event the amount you pre-paid does not cover the amount owed for Clicks delivered to you by Invoke.Vision, then the applicable Invoice will include your required payment for such Clicks. For any required payments to Invoke.Vision, you shall pay Invoke.Vision within the number of days set forth in the "Payment Terms" portion of the Invoice after the end of the month for which the Invoice is delivered, or as otherwise agreed to by Invoke.Vision and you in writing. Any payment not made within thirty days of the due date shall accrue interest at the rate of 1.5% per month or any fraction thereof, or if less, the highest rate permitted under law. All costs of collection, including reasonable attorney's fees, court costs and related expenses, incurred by Invoke.Vision shall be borne by you. If you default in the payment of an Invoice or if in the judgment of Invoke.Vision, your credit becomes impaired, Invoke.Vision shall have the right to require payment for any future advertising to be upon such terms as Invoke.Vision may deem appropriate.
e.         Taxes.
You shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with these Terms of Agreement, except for income taxes.


9.         Proprietary Rights; Service Use Restrictions
a.         Proprietary Rights.
As between you and Invoke.Vision, our services and all data and information generated thereby are and shall at all times remain the sole and exclusive property of Invoke.Vision and are protected by applicable intellectual property laws and treaties. All data and other information related to our website or collected by way of our services on any website shall be the sole property of Invoke.Vision. You acknowledge that you do not acquire any ownership rights in or to our services or such data.
b.         Service Use Restrictions.
 Notwithstanding anything to the contrary, you may not:
i.          remove any proprietary notices from our services;
 
ii.         cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of our services;
 
iii.         sell, assign, rent, lease, act as a service bureau, or grant rights in our services to any other entity without the prior written consent of Invoke.Vision; or
 
iv.        make any false, misleading or deceptive statement or representation regarding Invoke.Vision and/or our services.
c.         Copyright.
our website our services and the content made available through our website and our services are protected by U.S. and international copyright laws. Except for your use of the content in connection with our services to which we have the appropriate licensing rights or as authorized in these Terms of Agreement, you may not use, modify, reproduce or distribute any of the content, or the design or layout of our website our services or individual sections of the content, design or layout of our website without Invoke.Vision express prior written permission.


10.       Restrictions and Conditions of Use
a.         Use of website and Service.
As a condition of use, you acknowledge and agree that you may not use our services for any purpose not reasonably intended by Invoke.Vision. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, software or services obtained from our website. Invoke Vision reserves the right to add or remove information, Content or Services from our website at any time at its sole discretion.
b.         No Violation of Laws.
You agree that you will not, in connection with your use of our website or our services, violate any applicable law or regulation. Without limiting the foregoing, you agree that you will not make available through our website and/or our services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
c.         Misuse of our website and/or our services.
 You may not connect to or use our website and/or our services in any way not expressly permitted by these Terms of Agreement. Without limiting the foregoing, you agree that you will not:
i.          institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon our website and/or our services or otherwise attempt to disrupt our website and/or our services or any other person's use of our website and/or our services;
 
ii.         attempt to gain unauthorized access to our website, Service, accounts registered to other users, or the computer systems or networks connected to our website and/or our services;
 
iii.         use our website and/or our services for any illegal or unauthorized purpose;
 
iv.        use our website and/or our services to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Invoke.Vision user;
 
v.         use our services to submit stories or comments linking to multi-level marketing schemes; or
 
vi.        use our services with the intention of artificially inflating, deflating or altering our services, including by way of creating separate user accounts for the purpose of artificially altering Invoke.Vision's services; artificially inflating clicks on display links on your registered websites to paid third-party Content ("Promoted Content") or participating in any other organized effort that in any way artificially alters the results of our services.
 
Furthermore, you may not use our website or Service to develop, generate, transmit or store information, including any Content that, or use our services on any website, that:
vii.        is defamatory, harmful, abusive, obscene or hateful;
 
viii.       in any way obstructs or otherwise interferes with the normal performance of another person's use of our website and/or our services;
 
ix.        performs any unsolicited commercial communication not permitted by applicable law;
 
x.         constitutes harassment or a violation of privacy or threatens other people or groups of people;
 
xi.        is harmful to children in any manner;
 

xii.        violates any applicable law, regulation or ordinance;
 
xiii.       makes any false, misleading or deceptive statement or representation regarding Invoke.Vision and/or our services;
 
xiv.      constitutes phishing, pharming or impersonates any other person, or steals or assumes any person's identity (whether a real identity or online nickname or alias);
 
xv.       displays adult, obscene, pornographic, libelous, infringing, abusive, inflammatory or defamatory content;
 
xvi.      participates in, or encourages participation in, illegal activities;
 

xvii.      promotes hate or discrimination; or
 
xviii.     facilitates the sale of firearms or illegal drugs.
 
Invoke.Vision may remove any Content from our website and Service for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time.


d.         No Data Mining or Harmful Code.
 You agree that you will not
i.          obtain or attempt to obtain any information from our services, including without limitation email information of other account holders;
 
ii.         intercept, examine or otherwise observe any proprietary communications protocol used by our services, whether through the use of a network analyzer, packet sniffer or other device; or
 
iii.         use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, our website or our services.


e.         Prohibited Uses.
 You agree not to
i.          fraudulently redirect any end user, including but without limitations to
a) the use of unauthorized use of a third party's proprietary rights, copyrights, trademarks, or service marks in URLs,
 
b) the use of false or misleading URLs and/or

 

c) the use of "ghosting", "cloaking", and/or "doorway pages" methods; or
 
d) any other illegal or fraudulent business practices.
 
In the event Invoke.Vision determines that you have engaged in any of the foregoing, Invoke.Vision may, in its sole discretion and as a non-exclusive remedy, charge you a one-time fee of $1,000 as liquidated damages (the "Liquidated Damages Amount"), and/or suspend or terminate your account. You agree that Invoke.Vision has the right to withdraw the funds in your account (up to the Liquidated Damages Amount) to make up for the loss suffered by Invoke.Vision due to a breach of this Section 10.5. You acknowledge that the Liquidated Damages Amount is not a penalty for breach of this Section 10.5 and actual damages likely to result from breach of this Section 10.5 are difficult to estimate on the date of this agreement and would be difficult for Invoke.Vision to prove. The parties estimate and intend that your payment of the Liquidated Damages Amount is within the range of compensation for any loss that would be suffered by Invoke.Vision due to a breach of this Section 10.5 and would serve to compensate Invoke.Vision for any breach by you of your obligations under this Section 10.5, and Invoke.Vision does not intend for your payment of the Liquidated Damages Amount to serve as punishment for any such breach by you.


f.          Publicity.
You agree that Invoke.Vision may use your name, Licensed Marks and logo, or otherwise refer to you, in its marketing materials and websites as part of a list of its customers, and in any advertisement, news release or other publication of Invoke.Vision for the purpose of publicizing our services and/or Invoke.Vision's relationship with you.


11.       Children
Our website and our services are not to be used by children under the age of 13. We also never knowingly collect information from children under the the age of 13 or allow them to create an account or access account features. If you are under the age of  l13, please do not submit any personally identifiable information to Invoke.Vision.


12.       Disclaimer of Warranties.
You acknowledge that Invoke.Vision has no control over, and no duty to take any action regarding: which users gain access to our services; what affects our services may have on you, your website or equipment; the accuracy or how you may interpret, rely, or use our services including without limitation any loss of reputation or loss of traffic on your website or any website of any of your affiliates; or what actions you may take as a result of having been exposed to our services. You further acknowledge and agree that Invoke.Vision shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any Content, goods or services available on or through any third party website linked or referred to by any portion of our services. You release Invoke.Vision from all liability with respect to our services, and any Content or data provided or accessed via our services or through our website. our website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Invoke.Vision makes no representations concerning the Content contained in or accessed via our services or our website, including without limitation Promoted Content, and Invoke.Vision will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via our services or our website or for your reliance on any of the foregoing. Invoke.Vision does not make any representation, warranty or guarantee of the quantity or quality of traffic that you will receive under these Terms of Agreement.
Additionally, Invoke.Vision does not make any representation, warranty or guarantee of the quantity or quality of Clicks that you will receive under this Agreement. Invoke.Vision will make commercially reasonable efforts to ensure that it does not charge for any fraudulent Clicks. Invoke.Vision does not, however, represent or warranty that there will no fraudulent Clicks.
our website AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Invoke.Vision MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, our website OR our services. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Invoke.Vision SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
a.         THE NUMBER OF PERSONS WHO WILL VIEW CONTENT, AND
 
b.         ANY BENEFIT YOU MIGHT OBTAIN FROM DISPLAY OF CONTENT BY Invoke.Vision. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT.
 
USE OF our website AND/OR our services IS AT YOUR SOLE RISK. Invoke.Vision DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE our website AND/OR our services AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT our website OR our services WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT our website OR our services ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ADDITIONALLY, Invoke.Vision MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING Invoke.Vision'S SERVICES OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Invoke.Vision SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE NUMBER OF PERSONS WHO WILL VIEW THE CONTENT OR THE ARTICLES AND
 
c.         ANY BENEFIT CLIENT MIGHT OBTAIN FROM DISPLAY OF THE CONTENT OR THE ARTICLES BY Invoke.Vision.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.


13.       Limitation of Liability; SOLE AND EXCLUSIVE REMEDY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Invoke.Vision, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF our website AND/OR our services, EVEN IF Invoke.Vision AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF Invoke.Vision OR ANY OF THE RELATED PARTIES EXCEED $100.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Invoke.Vision and its affiliates shall be limited to the fullest extent permitted by law.


14.       Indemnification
You agree to indemnify, defend and hold Invoke.Vision and the Related Parties harmless from any and all claims, demands, damages or other losses, including reasonable attorneys' fees, resulting from or arising out of your use of our website and/or our services or any breach by you of these Terms of Agreement or any other policies that Invoke.Vision may issue for our website and/or our services from time to time.


15.       Governing Law; Jurisdiction
these Terms of Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 17 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of our website and/or our services shall be subject to the exclusive jurisdiction of the state and federal courts located within Los Angeles, California and you agree to submit to the personal jurisdiction and venue of such courts.


16.       Binding Arbitration
a.         Arbitration Procedures.
You and Invoke.Vision agree that, except as provided in Section 17.4 below, all disputes, controversies and claims related to these Terms of Agreement (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms of Agreement. In the event of a conflict between the terms set forth in this Section 17 and the JAMS Rules, the terms in this Section 17 will control and prevail.
Except as otherwise set forth in Section 17.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and we will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms of Agreement,
i.          you and Invoke.Vision may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and
 
ii.         the arbitrator's decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND Invoke Vision WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
ii.         Location.
The arbitration will take place in Los Angeles, California, unless the parties agree to video, phone and/or internet connection appearances.
iii.         Limitations.
 You and Invoke.Vision agree that any arbitration shall be limited to the Claim between Invoke.Vision and you individually. YOU AND Invoke.Vision AGREE THAT
a)         THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES;
 
b)         THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND
 
c)         NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.


d)         Exceptions to Arbitration.
 You and Invoke.Vision agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration:
1.         any Claim seeking to enforce or protect, or concerning the validity of, any of your or Invoke.Vision's intellectual property rights;
2.         any Claim related to, or arising from, allegations of theft, piracy or invasion of privacy; and
 
3.         any claim for equitable relief.
 
In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.
5.         Arbitration Fees.
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
6.         Severability.
You and Invoke.Vision agree that if any portion this Section 17 is found illegal or unenforceable (except any portion of Section 17.4), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 17.4 is found to be illegal or unenforceable then neither you nor Invoke.Vision will elect to arbitrate any Claim falling within that portion of Section 17.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and Invoke.Vision agree to submit to the personal jurisdiction of that court.
18.       Confidential Information
"Confidential Information" shall mean any and all oral or written information that is identified as confidential and is provided by one party to the other. Neither you nor Invoke.Vision shall disclose or use the other party's Confidential Information for any purpose other than the purposes contemplated by these Terms of Agreement, unless such disclosure or use is allowed by written permission of the other party. Notwithstanding any other provisions hereof, either party may disclose the other party's Confidential Information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure. Upon termination, cancellation or expiration of these Terms of Agreement for any reason, or upon request by either party, all Confidential Information of the requesting party, together with any copies thereof, shall be returned to that party or certified destroyed. Your Confidential Information shall remain the property of you, and Invoke.Vision's Confidential Information shall remain the property of Invoke.Vision.


19.       General Terms
a.         Terms of Agreement Revisions.
these Terms of Agreement may only be revised in a writing signed by Invoke Vision, or published by Invoke.Vision on our website.
b.         No Partnership.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Invoke.Vision as a result of these Terms of Agreement or your use of our services.
c.         Assignment.
Invoke.Vision may assign these Terms of Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms of Agreement without Invoke.Vision's prior written consent, and any unauthorized assignment by you shall be null and void.
d.         Severability.
If any part of these Terms of Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms of Agreement shall be given full force and effect.
e.         Attorneys' Fees.
In the event any litigation or arbitration is brought by either party in connection with these Terms of Agreement, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
f.          No Waiver.
Our failure to enforce any provision of these Terms of Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these Terms of Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
g.         Notices.
All notices given by you or required under these Terms of Agreement shall be in writing and addressed to: Invoke.Vision.


h.         Export Administration.
You will comply fully with all relevant export laws and regulations of the United States, including, without limitation, the U.S. Export Administration Regulations.


i.          Equitable Remedies.
You hereby agree that Invoke.Vision would be irreparably damaged if the terms of these Terms of Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
j.          Entire Agreement.
these Terms of Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to our website and/or our services and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to our website and/or our services.