Terms & conditions
By implementing our Services on your site(s) you agree to be bound by the following Terms and Conditions concerning your access to and use of the Services. 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 – SeenThis offers a service consisting of formatting of raw material (“Raw Material”), for example images, provided by its customers, and enabling such formatted material (“Formatted Material”) to be displayed on its customers’ website(s) in order to optimize content delivery (the “Services”). SeenThis’ formatting and hosting technology is referred to below as the “Technology". The Customer shall implement the Technology on the Website(s) to enable access to the Services provided by SeenThis. SeenThis will share the instructions needed for the Customer to perform the implementation, and the Customer is fully responsible for the implementation being performed accordingly. After a successful implementation, the Raw Material will be formatted using the Technology when possible, and the Formatted Material will be hosted on SeenThis’ servers. To ensure the Services work as intended, the Technology may only be implemented on Website(s) that have been verified and approved in advance by SeenThis (such approval shall not be unreasonably withheld or delayed). For the avoidance of doubt, if the Customer acts as an intermediary on behalf of another party, the Customer is fully liable for the other party’s acts and omissions in relation to these Terms and Conditions.
2. 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 the Raw Material through the Services, (iii) the Raw Material does not infringe any third party rights, (iv) the Raw Material does not violate any applicable law, rules or regulations, and (v) it has the rights to implement the Technology on the Website(s). If SeenThis reasonably believes that the Customer is not compliant with any of the points (i)-(v) above, SeenThis may upon written notice to the Customer exclude such Raw Material or Website(s) from the Services. 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 Customer’s breach of (i) its warranties and, (ii) personal data.
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 Website(s) to which the claim relates.
4. Rights to Raw Material 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, other than the rights to use such Raw Material 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 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 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. By using the Service, the Customer grants SeenThis a royalty-free right to use the Raw Material for purposes of delivering the Service.
5. Payment Terms – For the provision of the Services, the Customer shall pay to SeenThis a fee as mutually agreed in written by the Parties. 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 Customer’s address set out above. In the event of late payment by the Customer, SeenThis shall be entitled to late payment interest at a rate of 8 % per annum or the higher statutory interest rate calculated according to Section 6 of the Interest Act (Sw. räntelag (1975:635)).
6. Confidentiality – For the term of these Terms & Conditions, if any confidential information is shared between the Parties, and 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 information becomes publicly known or if a Party is obliged to disclose the information under law. For the avoidance of doubt, all confidential information shall be marked with the word “confidential”. Notwithstanding the above, SeenThis is allowed to disclose confidential information received from the Customer to third parties (including sub-contractors) for the purposes of fulfilling its commitments under this Agreement.
7. Personal Data – The parties are committed to respect privacy and to ensure lawful processing of personal data. Please be referred to https://SeenThis.co/uploads/SeenThis-dpa.pdf regarding the processing of personal data.
8. Governing Law and Disputes – 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 these Terms & Conditions, or the breach, termination or invalidity thereof, should (i) be resolved by negotiations between SeenThis and the Customer, or (ii) by Arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce or, if neither (i) or (ii) settled by a court in Sweden and at first instance shall be heard in the District Court of Stockholm.
Version 2022-03-22
