Terms & Conditions
In the event of any inconsistencies between these Terms & Conditions and a signed agreement (“Agreement”), between the Customer and SeenThis, the provisions of the Agreement shall prevail.
1. The Services – The Customer shall deliver or procure the delivery of all material needed in order to use Seenthis' Services (the “Raw Material”) according to Seenthis instructions and Seenthis undertakes to format the Raw Material by use of the Technology (referred to as an “Ad” or “Ads”). Seenthis formatting technology, including the tracker used by Seenthis to gather impressions, video player, image loader and other technology or anonymised information about, and to optimize, the performance of the material, is referred to below as the “Technology”. The Customer has the sole responsibility for purchasing advertising space for the Ad(s).
2. The Ads – If Seenthis reasonably believes that any Ad/Raw Material (i) contains viruses or other harmful components; (ii) is in violation of applicable laws, rules or regulations, and/or (iii) infringes the intellectual property rights of a third party, or (iv) is otherwise offensive, inappropriate, unethical, unlawful, violating the rights of others or otherwise objectionable, Seenthis may upon written notice to the Customer remove such material.
3. Seenthis Responsibilities and Liability – The Services are provided “as is” and “as available” without any express or implied warranty or representation whatsoever that they will be uninterrupted, timely, secure, error-free or that any third-party content provided will be free of viruses or other harmful components. Seenthis disclaims all liability for the Services (to the extent possible under applicable mandatory law) and makes no warranties, express or implied, regarding the Services' functionality and accessibility. Except in the event of gross negligence or wilful misconduct, Seenthis' aggregate and total liability in relation to the Customer shall in no event exceed an amount equal to the total payment for the Ad to which the claim relates.
4. Customer Responsibilities and Liability – The Customer represents and warrants that (i) the Raw Material is free from viruses and other harmful components, (ii) it has the legal rights to use and display the Raw Material through the Services, (iii) the Raw Material does not infringe any third party rights, and (iv) the Raw Material does not violate any applicable law, rules or regulations, or is inaccurate, misleading, abusive, obscene, threatening, defamatory, unethical or otherwise inappropriate. The Customer agrees to defend, indemnify and hold Seenthis harmless from and against all losses, claims and expenses, including attorney or legal fees, relating to the delivered Raw Material or other material, the Ads (except to the extent directly related to the Technology), personal data and Customer's breach of its warranties.
5. Rights to Raw Material, Ads and the Technology – Seenthis acknowledges that nothing shall give Seenthis any right, title or interest in or to the Customer's intellectual property rights, including the Raw Material/Ads, other than the rights to use such Raw Material/Ads as necessary to perform the Services.
The Customer acknowledges that nothing shall give the Customer any right, title or interest in and to Seenthis' intellectual property rights, including the Technology, templates and any other Seenthis functionalities or any third-party functionalities licensed by Seenthis or any material provided by Seenthis. SeenThis retains all ownership and intellectual property rights to anything developed by SeenThis and provided to or accessed by the Customer. The Customer warrants that it will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets related to the Service, Deliverable(s) or Technology.
6. Confidentiality – Confidential information shall mean information about a Party's business affairs, services, trade secrets, third-party confidential information and other sensitive or proprietary information (i.a. Technology), whether in written or oral form, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, that a Party receives from the other Party.
For as long as the confidential information remains confidential, SeenThis and the Customer undertake not to disclose any confidential information received from the other to any third party, unless the confidentiality is ensured by entering into a confidentiality undertaking no less restrictive than this, and unless the information becomes publicly known or if a Party is obliged to disclose the information under law.
Notwithstanding the above, SeenThis is allowed to disclose confidential information received from the Customer to third parties (including sub-contractors) for the purposes of delivering the Services or otherwise fulfilling its obligations under this Agreement, provided such party is bound by confidentiality undertakings no less restrictive than those of this Agreement.
7. Publicity – Seenthis shall be allowed, provided that the Customer has given its prior written consent, to disclose the Customer's name and logo on Seenthis' client list published by Seenthis and in marketing material produced and published by or on behalf of Seenthis.
8. Payment – For the provision of the Services, the Customer shall pay to Seenthis a fee based on the price set out in the order (or SeenThis standard pricing, as applicable) for every one thousand (1,000) impressions (“CPM”) and the actual number of impressions registered by Seenthis. All payments shall be made by the Customer to Seenthis within thirty (30) days from the date of the invoice. Invoices shall be sent to the email address provided by the Customer. In the event of late payment by the Customer, Seenthis shall be entitled to late payment interest at a rate of 8 % plus the Swedish Riksbank's reference rate per annum.
9. Personal Data – The processing of personal data under this Agreement is subject to the separate data processor agreement available here: https://seenthis.co/uploads/seenthis-dpa.pdf. The data processor agreement shall be updated from time to time to reflect any amendment or update as may be required to reflect the data processing under this Agreement or to meet legal or regulatory requirements.
10. Governing Law and Disputes – The order and these Terms and Conditions shall be governed by and interpreted in accordance with the substantive laws of Sweden, with exception of its conflict of laws rules. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall primarily be resolved by negotiations between the Customer and SeenThis. All disputes arising out of or in connection with this Agreement, which are not resolved through negotiations between the Parties, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”) unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the general Arbitration Rules shall apply.
The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed by the Parties. No award or procedural order made in the arbitration shall be published.
Notwithstanding the above, SeenThis has the right to submit to a court of competent authority and jurisdiction any claim relating to the payment for overdue claims.