Viber Standard Terms & Conditions for Advertisers

“Advertiser” means the party that wishes to advertise its services, product, business, project, including without limitation, advertising agencies and networks according to the specifications of the IO.

“Advertising Materials” means images, text, videos, rich media, graphics, photos, videos, audio material, artwork, copy, active URLs, Stickers, Sticker Packs, other material and/or combination thereof for Ads provided by Customer.

“Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.

“Agency” means the advertising agency or similar entity listed on the applicable IO, which is authorized by Advertiser to launch Campaigns, irrespective of Agency’s reliance on a demand-side platform or similar service.

“Campaign(s)” means an organized advertising campaign to promote an Advertiser’s product or service.

“CPC” or “Cost Per Click” means the fee payable by Customer to Viber for each valid click by an end user on the Ad resulting from Viber’s provision of the services under the IO.

“CPM” or “Cost Per Mille” means the fee payable by Customer to Viber for every one thousand (1000) valid impressions by a potential end user of the Ad resulting from Viber’s provision of the services under the IO.

“Customer” means the Advertiser or Agency named on the applicable IO.

“Deliverable(s)” means the inventory delivered by Viber (e.g., impressions, clicks, or other desired actions).

“Product(s)” means advertised products or services.

“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.

“Stickers” means digital “emoticons” or “stickers” to be created by Customer according to Viber’s specifications, and provided to Viber, or created by Viber based on the Sticker content provided by Partner. When packaged together, Stickers shall be known as “Sticker Packs”.

“Sticker Campaign” means a Campaign with Stickers.

“Third Party” means an entity or person that is not a party to these Terms or an IO; for purposes of clarity, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.

“Viber Policies” means all applicable Viber Policies made available on www.viber.com/terms, including without limitation the Ad Policy and Privacy Policy.

“Viber Properties” are Viber’s proprietary mobile first platform and application (including without limitation desktop app) that are owned, operated and controlled by Viber.

a. IO Details. From time to time, Viber and Customer may execute IOs subject to these Terms.  As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, and (iv) the start and end dates of the campaign.  Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected. In the event of a specific discrepancy between an IO and the Terms hereof, the terms of the IO shall govern with respect to the specific Campaign.

b. Availability; Acceptance.  Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Viber and Customer, or (ii) the display of the first Ad by Viber, unless otherwise agreed on the IO.  Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Viber and Customer (email exchange sufficient).

c. Revisions.  Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing (email sufficient).

d. Cancellations. Either party may cancel a Campaign for any reason by providing the other party with forty-eight (48) hours written notice, provided however that Sticker Campaigns with a fixed/flat-fee model are non-cancellable and non-refundable. Any set up fees are non-refundable.

b. Changes to Viber Properties.  Viber will use commercially reasonable efforts to notify Customer of any material changes to the Viber Properties that would materially affect the size or placement of the Ad specified on the applicable IO.  Should such a modification occur, with or without notice, Customer’s sole remedy shall be to cancel the remainder of the affected IO without penalty.

c. Technical Specifications.  Viber will provide any technical specifications within two (2) business days of the acceptance of an IO.  Changes by Viber to the specifications of already-purchased Ads after that two (2) business day period will allow Customer to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to send revised Advertising Materials. If the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, either party may immediately cancel the remainder of the affected IO without penalty.

d. Targeting. All targeting will be conducted by Viber on statistical estimations only and Viber does not guarantee accuracy with respect to such targeting/targeting parameters. Viber will not be able to target based on free text restrictions. Viber can place additional pixels for optimization purposes with prior approval of the Customer.

e. Delivery & Statistics. The Campaign will be run using Viber’s statistics. Viber uses a tracking system to track Campaigns. Each IO is given a unique Campaign ID which is used to track Ad impressions, conversions, clicks and installations by end users on Customer’s Ad and/or website by date and time. All Payments (as defined below) shall be made by Customer to Viber in accordance with the number of Ad impressions or any other method set forth in the IO (the “Statistics”). Viber may determine the measures to provide Statistics at its sole discretion, which may be amended from time to time. In the event that there is a discrepancy between Statistics delivered by Viber and the Statistics of the Customer, the Parties agree that Viber’s Statistics will constitute the sole and exclusive measure between the Parties in order to determine any Payment under these Terms and the report prepared by Viber shall be the official report.

f. Non-guaranteed Deliverables.  If an IO contains CPA, CPL, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery may not be available.

b. License to Viber. Customer hereby grants Viber a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, publish, distribute, transmit, publicly perform and/or otherwise make available and present in any way and to any extent any Advertising Materials, Ads and Campaigns in connection with their display on the Viber Properties and pursuant to these Terms. Viber shall be permitted to identify Customer as a Viber client and may use the Customer’s name, Ad and Campaign results and Advertising Materials in connection with Viber’s marketing materials and case studies. Subject to Customer’s prior approval, Viber may elect to issue a joint press release announcing Customer’s marketing engagement with Viber, for which approval shall not be unreasonably withheld or delayed.

c. Sticker License to Viber. Where applicable, in addition to the license granted in Section (b), Customer hereby grants to Viber and its Affiliates and Representatives during the Term of these Terms a non-exclusive, worldwide license to use, reproduce, market, promote and distribute the Stickers to users of the Viber Properties, in any means or media now known or hereafter developed, including, without limitation, through any and all Viber and/or third-party online stores or exchanges, including the Viber sticker market (the “Viber Sticker Market”).  Without limiting the foregoing, this license shall include the right to copy, display, modify, and create derivative works of the Stickers as required for the performance of the Campaign and the right to sublicense to the Viber Users for embedding the Stickers to messages as part of their use of the Viber Properties. Stickers will be published solely in the Sticker Market of the Territory specified in the IO unless otherwise agreed in writing by the Parties.

b. Submission.  Customer will submit Advertising Materials pursuant to these Terms and in accordance with the then-existing Viber Policies.

c. Late Submission.  If Advertising Materials are not received by the IO start date, Viber will begin to charge the Customer on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received.  If Advertising Materials are not in compliance with the Viber Policies, Viber is not required to guarantee full delivery of the IO.

d. Compliance. Viber reserves the right within its discretion and without prior notice to reject or remove from the Viber Properties any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with Viber Policies, or that in Viber’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order.  In addition, Viber reserves the right within its discretion and without prior notice to reject or remove from the Viber Properties any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring disparagement, ridicule, or scorn upon Viber or any of its Affiliates, provided that if Viber has reviewed and approved such Ads prior to their use on the Viber Properties, Viber will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Customer.

e. Damaged Submission.  If Advertising Materials provided by Customer are damaged, not to Viber’s specifications, or otherwise unacceptable, Viber will use commercially reasonable efforts to notify Customer within two (2) business days of its receipt of such Advertising Materials.

f. No Modification.  Viber will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Customer’s approval.  Viber will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.

a. Delivery of Stickers.  Customer shall deliver the Stickers along with any other Advertising Materials to Viber digitally in the form, format, resolution and media to be specified by Viber, at least four (4) weeks prior to the desired launch date as specified in the IO (except in the case of animated stickers). Viber shall make the necessary adjustments in order to make the Stickers available to Viber’s users. Release of Sticker Packs, to be available for download, shall always be subject to Viber’s unfettered right to: (i) reject or require Customer to amend certain content prior to or after such release of the Sticker Packs; and/or (ii) limit the release of Sticker Packs to certain area codes or countries.

b. In Event of Termination. In the event of termination or expiration of these Terms and/or an applicable IO, users of the Viber Properties which previously downloaded Stickers shall continue to have the right indefinitely to utilize such Stickers in connection with their messages in the Viber Properties including without limitation sending them to other users and posting them on Communities and or Channels within Viber.

c. Sticker Pack Term. Each Sticker Pack shall remain in the Sticker Market for three (3) months starting from the launch date specified in the IO (or until any other date specified therein), following which the Sticker Pack shall be removed from the Viber Sticker Market and from any other venue in relation to the Viber Properties and shall no longer be available for download. Archival promotion posts on social media (if applicable) may remain. In the event of target limited sticker packs, the Sticker Pack shall be removed from the Sticker Market at the earlier of (i) three month following launch date; and (ii) reaching of the target budget or amount of impressions.

d. Additional Pricing. Further distribution of Stickers and Sticker Packs through Viber Properties shall be subject to separate terms and conditions and shall be subject to separate pricing.

e. Specific Sticker Packs:

Free and Join Sticker Packs: Advertiser shall open a Community and/or Channel which shall be subject to the Community Terms and Guidelines available at https://www.viber.com/en/terms/public-chat-public-accounts-terms-guidelines/. The Sticker Pack shall be available for download free of charge to all Viber Users in the territory defined in the applicable IO, subject to their consent to join Advertiser’s Community or Channel.

Free and Subscribe Sticker Packs: Advertiser shall create a Bot on a Viber platform, which shall be subject to the Bot Terms and Guidelines available at https://www.viber.com/en/terms/public-chat-public-accounts-terms-guidelines/. The Sticker Pack shall be available for download free of charge to all Viber Users in the territory defined in the applicable IO, subject to their consent to subscribe to Advertiser’s Bot.

Animated Sticker Packs: Viber shall charge a production fee to be set forth in the applicable IO. The animated Sticker Pack shall be produced by Viber based on Customer’s design, within six (6) weeks from receipt by Viber of the production fee. Viber shall not be liable for any claims by Customer (and Advertiser, where Customer is the Agency), in connection with approved animations.

For Fixed Price (Flat Fee) Sticker Packs: Payment shall be due within 14 days from the receipt of an invoice issued by Viber, and at least two (2) business days prior to publishing of the Sticker Pack.

For CPM Sticker Packs: Payment of Set Up fees shall be due within 14 days from the receipt of an invoice issued by Viber, and at least two (2) business days prior to publishing of the Sticker Pack. Invoices setting forth number of impressions shall be issued on a monthly basis and on campaign end date/reach of target budget. Payment shall be due within 14 days from the receipt of an invoice issued by Viber.

For Ads: Payment shall be due within thirty (30) days from the receipt of an invoice issued by Viber.

b. Credit. Customer’s credit is established on a client-by-client basis.  If Customer’s credit is or becomes impaired, Viber may require payment in advance.

c. Payment Liability. Unless otherwise agreed in the IO, where Agency is named on the IO, Agency shall be liable for all payments hereunder irrespective of Advertiser’s payment to Agency. In the event the Advertiser makes payment to Viber where Agency is named on the IO, Agency shall remain fully responsible and liable to Viber in connection with the payment, including without limitation, for any failure or error in payment.

d. Taxes. All fees and payments under these Terms and each IO are calculated and shall be made free and clear of, and without deduction or set-off for, or on account of, any taxes (including any VAT, sales or other federal, state or local taxes or tariffs), levies, imports, duties, charges, fees, expenses and withholdings of any nature. Customer assumes complete and sole responsibility for its own taxes.

e. Agency Representation. Upon request, Agency will make available to Viber written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms.

b. Restricted Access. At any time, Viber may block access to the Viber Properties (or any part thereof) and/or temporarily or permanently limit, suspend or terminate such access, for any reason, at its sole discretion, in addition to any other remedies that may be available to it under any applicable law, without assuming any responsibility with respect to or in connection with such actions.

Neither the Agency nor Customer or any party on its behalf will use Viber’s trademarks, trade dress, brand names, service marks or logos in any sales and marketing materials, public announcements or press releases regarding the existence or content of these Terms or each IO or the engagement thereunder, without Viber’s prior written approval.

a. Additional Definitions.  As used herein the following terms shall have the following definitions:

“User Volunteered Data” is personally identifiable information collected from individual users by Viber during delivery of an Ad pursuant to Customer’s specifications included in the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Customer.

“IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.

“Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.

“Site Data” is any data that is (A) preexisting Viber data used by Viber pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Viber, Viber Properties, brand, content, context, or users as such; or (C) entered by users on any Viber Properties other than User Volunteered Data.

“Collected Data” consists of IO Details, Performance Data, and Site Data.

“Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.

“Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.

b. Use of Collected Data.

Unless otherwise authorized by Viber, Customer will not: (A) use Collected Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; (B) disclose IO Details of Viber or Site Data to any Affiliate or Third Party.

Advertiser, Agency, and Viber (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.

c. User Volunteered Data.  All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser.  Any other use of such information will be set forth on the IO and signed by both parties.

d. Agency Use of Data.  Agency will not:  (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data.  Notwithstanding the foregoing or anything to the contrary herein, the restrictions herein shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only and not for Repurposing, or (B) disclosing qualitative evaluations of Aggregated Collected Data to Third Parties on behalf of such clients or potential clients, for the purpose of media planning.

e. Privacy Policies.  Agency, Advertiser, and Viber will post on their respective websites their privacy policies and adhere to their privacy policies, which will abide by applicable laws.  Failure by Viber, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.

f. Compliance with Law.  Agency, Advertiser, and Viber will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.

b. Termination. Either Party may terminate these Terms at any time, with or without cause, by giving the other Party at least two (2) days prior written notice. In the event of a material breach by Customer, Viber may terminate these Terms immediately without notice or cure period, without liability to Viber.

c. Upon Termination. In the event of any termination of these Terms: (i) Customer shall remain liable for any Payment due under these Terms for Viber Properties provided by Viber or non-cancellable properties and such obligation to pay shall survive any termination of these Terms; (ii) all licenses granted hereunder shall immediately terminate; (iii) Customer shall immediately cease any and all use of the Viber Properties; (iv) each Party shall cease all use of and promptly return to the other, or destroy and certify the destruction of, all Confidential Information (including copies thereof) of the other Party in its possession or control.

EXCEPT FOR CUSTOMER’S INDEMNIFICATION, CONFIDENTIALITY AND PRIVACY AND DATA PROTECTION OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF REVENUES, PROFITS OR GOODWILL, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, RESULTING FROM OR ARISING OUT OF THESE TERMS AND/OR THE SERVICES (OR ANY PART THEREOF), NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE FOREGOING, THE AGGREGATE MAXIMUM LIABILITY OF VIBER UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO VIBER UNDER THESE TERMS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OF LIABILITY.

b. By Viber. Viber will defend, indemnify, and hold harmless Customer and each of its Affiliates and Representatives from Losses resulting from Claims brought by a Third Party and resulting from Viber’s breach of its representations and warranties.  Notwithstanding the foregoing, Viber will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Viber’s customization of Ads or Advertising Materials based upon specifications, materials, or information provided by the Customer and/or Advertiser and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Viber’s serving such Ad in breach of such targeting.

c. Procedure.  The indemnified party(ies) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent that the indemnifying party is prejudiced by such failure or delay), and will provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims and be entitled to participate at its own expense in the defense of all Claims.  The indemnified party(ies) agree that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, that the indemnifying party will not enter into any settlement which imposes any obligation or liability on an indemnified party(ies) without prior written consent.