1. DEFINITIONS1. 1 “Advertiser” means the entity that wishes to market itself or its merchandise or amenities throughout the Service. 1. 2 ”Agreement” means the Order Confirmation together with the Terms and where applicable the Master Services Agreement or Reseller Agreement entered into between Strossle and the Customer.
1. 3 “Budgeted Service Fee” means the predicted fees set forth in an Order Confirmation in keeping with the estimated number of Clicks for a Campaign. 1. 4 “Campaign” means the advertising and marketing exercise to be finished by use of the Service during the time period and as set forth in each Order Confirmation. 1.
5 A “Click” means each action taken for activating a Link made accessible within the Network as a part of the Service. 1. 6 “Commencement Date” means the first date of a Campaign as unique in the Order Confirmation. 1. 7 “Content” means the material offered by the Customer containing text, images, headlines, URL, preamble and other details which Strossle will use as the Link for a selected Campaign. 1.
8 “Customer” means either the Advertiser, the Media Agency or the Reseller whomever has issued an Order for the Service. 1. 9 “Delay” means the event defined in Clause 4. 2 . 1. 10 “Intermediary” means either a Media Agency or a Reseller.
1. 11 “Link” means the clickable frame containing the Content made accessible by Strossle in the Network during a Campaign, which links to editorial content material on a site designated by the Advertiser. 1. 12 “Media Agency” means an entity purchasing the Service in its own name for the intention of advertising an Advertiser by use of the Service. 1.
13 “Network” means the online pages within Strossle’s community of publishers, providers of online media and collaboration partners, used by Strossle now and again to give you the Service. 1. 14 “Order” means a written order for the Service submitted by the Customer. 1. 15 “Order Confirmation” means a written reputation of the Order by Strossle.
1. 16 A “Party” means Strossle and the Customer individually and the “Parties” means Strossle and the Customer jointly. 1. 17 A “Pause” means a temporary pause in a Campaign in which the Service is temporarily suspended following an agreement between the Parties. 1. 18 “Postponement” means an event defined in Clause 6.
1 . 1. 19 “Reseller” means knowledgeable entity, along with a content material issuer, that pre purchases and resells the Service to Advertisers. 1. 20 “Service” means the service supplied by Strossle as described in Clause 3 below and as particular in each Order Confirmation.
1. 21 “Service Fee” means the Click based fee for the Service as certain in the Order Confirmation or, where applicable, as ultimately reported following the completion of the Service. 1. 22 “Strossle Affiliate” means an entity wherein Strossle International AB, at once or in a roundabout way, controls at least 50 % fifty per cent of the votes. 2. GENERAL2.
1 The Agreement is applicable for the Customer’s acquire of the Service and Strossle’s or a StrossleAffiliate’s as applicable next beginning of the Service. What is set forth in the Agreement as regards Strossle shall apply equally to a Strossle Affiliate that has issued an Order Confirmation to theCustomer, in which case the Agreement for the sake of clarity will be deemed entered into between the Customer and such Strossle Affiliate at once. 2. 2 The Agreement constitutes the entire agreement and knowing of the Parties relating to theService. The Agreement supersedes any thought or prior settlement, oral or written, and any othercommunications among the Parties concerning the field matter of the Agreement.
No terms ofbusiness or typical terms of the Customer shall apply among the parties. Any amendment to thisAgreement has to be especially agreed by the Parties in writing. 2. 3 By accepting the Terms, either by clicking a box indicating acceptance, or by executing an Order thatreferences the Terms, the Customer agrees to be bound by the Terms. 3. THE SERVICE3.
1 Strossle offers a provider for native commercials in its Network whereby Strossle, during a Campaign andas set forth in each Order Confirmation, makes a Link accessible in its Network for the functions ofdelivering Clicks and thereby driving traffic to the editorial content material of the Advertiser the “Service”. 3. 2 The Service is just provided in terms of the entire Network and Strossle, in its sole discretion, chooseswhich online pages in the Network that is to be used within each Campaign. 3. 3 Strossle’s responsibility to give you the ordered Service is conditional on the Customer’s fulfillment at alltimes of its obligations under the Agreement.
3. 4 Strossle may use sub contractors for the supply of the Service by which case Strossle remains liabletowards the Customer. 4. CONTENT4. 1 The Content shall be brought to Strossle no later than five 5 company days before theCommencement Date along with the editorial content material to which the Link shall lead.
The Customershall procure that the Content fulfills the necessities set forth in the Content Guidelines, accessible atStrossle’s online page as up to date from time to time. In addition, theURL supplied to Strossle as part of the Content must result in editorial content material made available on awebsite it really is often available to the public during the Campaign. 4. 2 The provision of the Service is dependent on the Customer delivering the Content in due time toStrossle. If the Content is not delivered to Strossle in due time or if the Content added is not conformto the standards targeted during this Clause 4 , the Customer is in Delay.
4. 3 If the Customer is in Delay, Strossle has the right to charge the Customer a fee comparable to 5 %five per cent of the Budgeted Service Fee or the Service Fee where applicable per calendar day untilthe Content is introduced conform to the standards set forth during this Clause 4, up to a maximum amountcorresponding to 50 % fifty per cent of such fees, and then Strossle in its sole discretion may chooseto terminate the Agreement. 4. 4 Strossle has the right to, in its sole discretion, refuse to make Content available and/or remove theContent from the Network at any time for any reason. If the Content is refused or got rid of by Strossle,the Customer shall not be liable to pay any Service Fee save for in the event of Customer’s breach of theAgreement. 4.
5 The Customer acknowledges and accepts that the Content may be refused or got rid of at any time byowners of every web page blanketed in the Network and that Strossle is not in control of and shall not beresponsible for such refusal or elimination. 4. 6 Strossle and/or a writer in the Network have the right to make adjustments to the Content, as Strossle,or such publisher, deem applicable with the intention to agree to applicable laws, or as for Strossle inorder to fulfil its responsibilities under the Agreement or to maintain a top quality of the Service, forexample by changing the title, image or text of the Content and to conform, amend, modify, crop, changeformat or size of the Content and to add and fit in widgets used for the Service. In addition, Strossleand/or a writer in the Network have the right to as Strossle or such publisher deem appropriateadd labels marked “subsidized” “native” or identical, clarifying that the Content constitute advertisement. 5. ORDER PROCESS5.
1 The Customer may at any time submit an Order to Strossle for the availability of the Service. Strossle mayrefuse any Order in its sole discretion. An Order is never binding upon Strossle until its acceptancethrough the Order Confirmation. 5. 2 If the Order is not compliant with the Agreement or if Strossle for some other way cannot accept theOrder, Strossle may touch the Customer in order that the Customer has the prospect to make theappropriate adjustments and submit a new Order. For the sake of clarity, such Order is only binding uponthe issuance of an Order Confirmation.
5. 3 The Customer may at any time before Commencement Date withdraw an Order that has beensubmitted to Strossle, wherein case Strossle has the correct to charge a cancellation fee corresponding to50 % fifty per cent of the Budgeted Service Fee or the Service Fee as relevant. 6. POSTPONEMENT AND PAUSE6. 1 The Customer may request to vary the Commencement Date by filing a written request toStrossle a “Postponement”. A request for Postponement must be submitted no later than 4 fourcalendar days before the Commencement and is discipline to Strossle’s approval, that is not to beunreasonably withheld.
6. 2 If a request for Postponement is submitted later than as set forth above, Strossle may decide to accept such request wherein case a postponement fee similar to 5 % five per cent of the Budgeted Service Fee or the Service Fee where applicable may be charged up to a maximum amount corresponding to 50 % fifty per cent of such fees, and then Strossle in its sole discretion may chooseto terminate the Agreement. 6. 3 During an ongoing Campaign, the Customer may request a Pause to the Service for a maximum period of 30 thirty calendar days. Such a request must be submitted no later than 5 five days before therequested commencement of the Pause. A Pause is area to Strossle’s approval, not to be unreasonably withheld.
7. INTERMEDIARIES7. 1 If the Customer is an Intermediary, the Customer recognizes that the contracting parties to theAgreement are the Customer and Strossle and that Strossle does not have a contractual relationshipwith the Advertiser or other clients of the Intermediary. 7. 2 The Intermediary and Strossle are impartial contracting parties and nothing in this agreement shallbe construed as if the Intermediary is acting as an agent Sw handelsagent of Strossle or that apartnership Sw enkelt bolag exist between the Parties. 7.
3 It is the accountability of the Intermediary to procure that the Terms are complied with by theAdvertiser and/or as for Resellers, such Reseller’s clients and the Intermediary accepts fullresponsibility for all responsibilities set forth in the Agreement and accepts legal responsibility in terms of Strossle forany breach of the Agreement brought on by the Advertiser or, as for Resellers, a customer of the Reseller. 7. 4 The Intermediary agrees to indemnify and hold harmless Strossle from any claims in opposition to Strossle made by an Advertiser. 7. 5 As an Intermediary, the Customer is obligated to inform its customer that Strossle is the issuer of theService. In addition, the Intermediary must inform its client that the Service is simply provided inrelation to the Network as a whole and never with regards to person publishers and online media suppliers.
7. 6 A Reseller shall only resell the Service on an analogous terms as the Terms. 7. 7 The Intermediary shall chorus from advertising the Service in a way that can be misleading asregards the dating among the Parties and/or the nature of the Service. In particular, theIntermediary shall not make any representations as to which websites in the Network that may be usedfor a particular Campaign.
8. REPORTING8. 1 Strossle will make reports accessible to the Customer on the variety of Clicks after the finishing touch ofeach Campaign. 8. 2 If the Customer, by use of a well renowned tool for measurement of web site visitors in response to the samemethod for size of Clicks as mirrored in the Agreement, is of the opinion that the reportednumber of Clicks is inaccurate, the Customer may problem the pronounced number of Clicks, offered thatthe Customer’s results differ with greater than 10 % ten per cent from that of Strossle. In such case, theParties shall enter into good faith discussions so that you can identify the accurate variety of Clicks.
8. 3 Deviations under 10% ten per cent shall not lead to changes of the number of Clicks pronounced byStrossle. 9. PAYMENT AND BILLING9. 1 The Service Fee excludes Value Added Tax VAT or every other applicable sales, goods, carrier or use tax,which the Customer will pay besides the fees, as applicable. 9.
2 The Service Fee shall, unless in a different way agreed, be in response to the said variety of Clicks as reportedin accordance with Clause 8 above. 9. 3 The Service Fee is charged via invoice on a month-to-month basis unless in a different way agreed. Payments are duewithin 30 thirty days from the date of the bill unless in another way agreed. Payments will be made inthe foreign money unique on the Order Confirmation. 9.
4 Strossle reserves the proper to charge annual accumulated attention of 10 % ten per cent for delay in charge as well as delay fees and costs of recuperation in accordance with relevant legislation. 10. INTELLECTUAL PROPERTY RIGHTS10. 1 Ownership and all intellectual property rights in the Service, including but not restricted to patents, design rights, 10. 2 Unless explicitly granted, the Customer is not granted any right to use such highbrow belongings rights distinctive in Clause 10. 1 above.
10. 3 The Customer grants Strossle all such rights which are necessary for Strossle to carry out the Service, including, but not restricted to, use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, submit, display, transmit and sublicense the Content and to take such other activities in terms of the Content that Strossle is entitled to under the Agreement. 11. NO WARRANTY11. 1 The success of a Campaign relies upon partly on factors outside Strossle’s control, for example the quality of the Content with regards to other content material posted in the Network at an analogous time. Therefore, and unless otherwise explicitly agreed in the Order Confirmation, Strossle offers no assure or guaranty as to the performance of the Service in commonplace and in particular not as to the variety of Clicks delivered during a Campaign, the placement of Content in the Network and the site on eachwebsite respectively, or the timing of Clicks during the course of a Campaign.
11. 2 If the variety of Clicks added at the end of a Campaign is not up to the number of Clicks set forth in the Order Confirmation, Strossle, in its sole discretion, shall have the correct to choose one of right here actions:Prolongation of the Campaign to a date determined by Strossle and, if applicable, in mixture therewith request that the Customer replaces or makes additions to the Content in accordance with Strossle’s least expensive instructions; or Conclusion of the Campaign and charge of the Service Fee as stipulated in Clause 9. 2 . 11. 3 Notwithstanding Clause 11.
2 , if Strossle has explicitly assured on the Order Confirmation the number the Clicks to be brought during a Campaign and the ultimate number of Clicks brought at the endof a Campaign is lower than the number of Clicks so guaranteed, the Customer, in its sole discretion, and because the sole and unique remedy, shall have the right to choose one of the following activities:Prolongation of the Campaign to a date together decided by the Parties adding possible replacement or additions to the Content if appropriate; or Conclusion of the Campaign and compensation of the Service Fee in terms of the variety of non added Clicks as set forth on the Order Confirmation. 12. CUSTOMER’S WARRANTIES12. 1 The Customer warrants that the Content, and the editorial fabric that the Content links to, would not violate any relevant laws, rules or regulations and could not contain any fabric which may be dangerous, abusive, obscene, threatening or defamatory, and that the advertising performed by use of theService, relating to the Content published in the Network or the editorial fabric which the Content links to, is in compliance with applicable advertising laws. In addition, the Customer warrants that using the Content or the editorial cloth within the Service will not infringe any intellectual propertyrights of any third party and that the Customer has all necessary rights and enables to grant Strossle the rights set forth in Clause 10. 3.
12. 2 The Customer recognizes and knows that Strossle cannot always management if, how, and to what extent the Customer processes counsel which may determine a natural person in reference to its use of the Service “Personal Data”, as defined in the General Data Protection Regulation 2016/679/EU the “GDPR”, or its clients’ use of the Service if the Customer is an Intermediary, and that Strossle does not make any periodical comments of the Customer’s use of the Service as regards to Personal Data. The Customer warrants that any Personal Data processed by the Customer in reference to the Content, e. g. for the functions of measuring engagements or controlling the good quality of site visitors, is processed by the Customer as a controller and according to relevant data protection legislation with particular reference to the GDPR. The Customer undertakes to notify Strossle of any pondered processing undertaking by Customer which could lead on to Strossle becoming a joint controller as described in the GDPR together with Customer, with cost-effective notice before such processing recreation is commenced by Customer where thirty 30 calendar days shall always be construed as economical.
13. TERM AND TERMINATION13. 1 This Agreement continues to be in force in the course of the time distinctive in the Order Confirmation. In addition, the terms and conditions of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement shall so survive the expiration or termination of this Agreement. 13.
2 Either Party may terminate this Agreement instantly by serving written notice on the opposite Party if the other Party: at any time, is bancrupt or if there are cost-effective grounds to assume that the Party is bancrupt; or breaches any provision of this Agreement which is incapable of being remedied; or breaches any provision of this Agreement that’s capable of being remedied but it truly is not remedied within 30 thirty days after a request by the other Party in writing to remedy the breach. 13. 3 Termination or expiry of this Agreement won’t affect any amassed rights or liabilities of either Party. 14. LIABILITY AND INDEMNITY14. 1 Except for in the event of gross negligence or willful misconduct, Strossle shall in no event be liable to the Customer under the Agreement for loss of profit, revenue, enterprise discounts or goodwill, loss of data, the Customer’s duty to compensate a 3rd party or any oblique or consequential damage.
14. 2 Except for in the event of gross negligence or wilful misconduct, Strossle’s mixture and total legal responsibility under the Agreement in recognize of any one or more events or series of events even if connected or unconnected will be limited to an amount equal to the Service Fee payable for the Campaign to which the alleged breach pertain. 14. 3 The Customer agrees to indemnify and hold harmless Strossle and any owners of websites covered in the Network, from any claims by a 3rd party in terms of the Content or any editorial cloth theContent links to, adding, but not limited to, claims of infringement of any such third party’s highbrow belongings rights adding any moral rights, claims according to the non conformity of the Content or editorial fabric the Content links to with relevant laws, or the Customer’s Processing of Personal Data in reference to the Content and/or the Customer’s use of the Service. 15.
FORCE MAJEURE15. 1 Neither Party can be liable for any delay in acting or failure to perform any duty under this Agreement save for a fee obligation, to the level that the delay or failure effects from events orcircumstances outside its competitively priced management, including but not restricted to war, acts of terrorism, riot, strike, lockout or every other industrial action, fire, earthquake or flood. If this kind of event occurs the Party affected shall, once feasible, notify the counter party of the incidence of the development. Notwithstanding this, in the event of a delay exceeding 30 thirty days, either Party may terminate this Agreement forthwith on written notice to the other. 16. CONFIDENTIALITY16.
1 Strossle agrees not to disclose to a 3rd party not to include agencies within an identical group of companies as Strossle the Content or some other personal assistance labelled as such of the Customer apart from for the functions of providing the Service or otherwise pleasurable its commitmentsunder this Agreement. 16. 2 Customer agrees not to expose personal suggestions disclosed by Strossle, adding but not restricted to correspondence among the Parties in the case of the Service or the Agreement and some other agreements or commitments between the parties not covered by these Terms. 16. 3 The Parties’ confidentiality responsibilities under this Clause 16 will be valid during the term of the Agreement and continue for a period of two 2 years after termination of the Agreement, regardless of the reason behind termination.
18. MISCELLANEOUS18. 1 All notices to Strossle under this Agreement shall be sent to:Strossle International AB, Kungsgatan 58, 111 22 Stockholm, Sweden or some other address that Strossle may inform the Customer of every so often. If the Service is offered by a Strossle Affiliate, notices shall be sent to the tackle certain in the Order Confirmation. All notices to the Customer under this Agreement will be sent to its tackle or e mail address set forth on the Order Confirmation, or another address that the Customer may inform Strossle of in writing to the address set forth above. 18.
2 The Customer agrees that Strossle shall be entitled to assign or move its rights and obligations under this Agreement, in whole or in part without the Customer’s approval, to a corporation within an analogous group of businesses as Strossle and to a third party in the development of an entire or partial move of Strossle’s company. The Customer might not assign or otherwise move the Service, this Agreement or any of its rights under this Agreement, sub contract its duties, or resell any of the Service without the prior written permission of Strossle. 19. GOVERNING LAWS AND DISPUTES19. 1 This Agreement will be ruled by the considerable laws of Sweden, with exception for its clash of laws rules.
19. 2 Any dispute, controversy or claim coming up out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be ultimately settled by Arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce in force at any time. The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into consideration thecomplexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide no matter if the Arbitral Tribunal shall be composed of one or three arbitrators. The place of arbitration will be Stockholm, Sweden.
The language to be usedin the arbitration lawsuits shall be English, unless otherwise agreed among the disputing parties. 19. 3 The parties agree not to reveal any suggestions got in connection with the arbitration lawsuits including all communications, selections and rulings in the arbitration complaints to any third party unless the alternative Party has given its written consent to disclose such counsel or ifrequired to do so by law or other binding laws. 19. 4 Nothing in this Clause will avoid Strossle for attempting enforcement for any charge due under this Agreement. ADDENDUM FOR USE OF STROSSLE RETARGETING SERVICEIn the development that Advertiser has chose Strossle’s Retargeting Service, the following additional terms shall apply:“Advertiser Data” means data that Strossle collects through Strossle Tags on the Properties, adding any tips that can be attributed to a user via cookies or other technologies that record events associated with users’ endeavor on the Properties.
“Properties” means websites, mobile websites, applications and other media of Advertiser from which Advertiser Data may be collected. “Strossle Tags” means application code, tags and cookies presented by Strossle for Advertiser to include in the Properties, so that you can facilitate the transmission of Advertiser Data to Strossle. “Strossle’s Retargeting Service” means Strossle’s capability that allows Strossle to target Ads to users who’ve visited Advertiser’s Properties. Strossle is the sole and unique owner of alright, title and interest in and to the Strossle Retargeting Service and Strossle Tags. Advertiser is the only and exclusive owner of alright, title and interest in and to the Properties and Advertiser Data.
Strossle shall use the Advertiser Data solely for the achievement of the Strossle Retargeting Service on behalf of the Advertiser and will not, nor try to, sell, resell, rent, lease, sublicense, distribute, transfer or differently offer them or any pieces or copies thereof to any third party, no matter if on a provider basis or in another way. Advertiser is with regards to all applicable Data Protection Laws solely guilty for the assortment of user consent or the use of different legal ground for the collection of Advertiser Data on the Properties.