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Terms & Conditions

In the event of any inconsistencies between these terms & conditions and a signed agreement between the Customer and SeenThis, the provisions of the signed agreement shall prevail.

 

GENERAL TERMS AND CONDITIONS

 

1. Definitions
“Ad” (or “Ads”) means the Asset(s) which SeenThis has formatted and added functionalities to (as and if agreed by the Parties) by use of the Technology. “Advertiser” means one or more third parties that the Customer represents and who wish to use the Services to market themselves or their products. “Asset(s)” means the material provided by the Customer, and needed by SeenThis to provide the Services, e.g. pictures or videos. “Customer” means the legal entity or individual identified in an Order that enters into this agreement to receive the Services. “Order” means a written order (including email confirmation) executed by both Parties that describes the specific Services to be provided, the applicable fees, and any additional terms (including these terms and conditions). “SeenThis Activation Package” or “SAP” means a deliverable containing links to the relevant formatted Asset(s) and other added functionalities embedded by SeenThis in the Ad(s) which SeenThis deliver to the Customer in a zip-file, script-file or other format agreed between the Parties. “Services” means the service(s) provided as specified in an applicable Order.  “Technology” means SeenThis’ formatting technology, including the tracker used by SeenThis to gather impressions, video player, image loader, and other technology or anonymized information about, and to optimize, the performance of any material.

 

2. The Ads
Upon the customer’s Order of Services shall the Customer deliver, or procure the delivery of, all information and material needed for SeenThis to provide the Services (the “Asset(s)”), in accordance with SeenThis’ instructions. If Seenthis reasonably believes that any Ad/Assets (i) contains viruses or other harmful components, (ii) is in violation of applicable laws, rules or regulations, (iii) infringes the intellectual property rights of a third party, and/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. SeenThis may reject any individual order in its sole discretion.

 

 3. Customer Responsibilities and Liability
The Customer represents and warrants that (i) the Asset(s) is free from viruses and other harmful components, (ii) it has the legal rights to use and display the Asset(s) through the Services, (iii) the Asset(s) does not infringe any third party rights, (iv) any necessary rights or permissions are secured to import (download or otherwise) and use the Asset(s) to provide the Service, and (v) the Asset(s) does not violate any applicable law, rules or regulations, or is inaccurate, misleading, abusive, obscene, threatening, defamatory, unethical or otherwise inappropriate.

The Customer shall be fully liable for any and all losses, damages, liabilities, costs, expenses, claims, or demands (including reasonable legal fees and expenses) arising out of or in connection with any breach of applicable terms and conditions by the Customer, including but not limited to any breach of representations, warranties, or obligations hereunder, or any violation of applicable law, regulation, or third-party rights.

 

4. Intermediaries
If the Customer is acting on behalf of an Advertiser or other third Party, the Customer acknowledges that this agreement between the Parties does not confer any rights or obligations to the Advertiser(s) (or any other third party) and no third party shall be considered a third party beneficiary under this agreement, nor be entitled to make any claims or pursue any legal actions relating to this agreement. The Customer shall be responsible for any acts or omissions by any Advertiser as if such acts or omissions were performed by the Customer, and the Customer shall indemnify and hold SeenThis harmless from any and all claims against SeenThis made by Advertiser(s).

 

5. 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, accessible, merchantable, fit for a particular purpose, or that any third-party content provided will be free of viruses or other harmful components and Seenthis disclaims all liability for the Services (to the extent possible under applicable mandatory law). SeenThis is not liable for (i) the Asset(s) or content of Ad(s) or any other aspect of the Ad(s) which is not the primary purpose of the requested service, (ii) any third party intellectual property rights infringement resulting from the display of Ad(s), and/or (iii) the hosting of Assets/Ads, except to the extent solely and directly related to the Technology.

SeenThis may use sub-contractors for the provision of the Services. Subject to the terms and conditions set herein, SeenThis shall be responsible for acts and omissions of any sub-contractors engaged as if they were acts and omissions of SeenThis own. Notwithstanding the foregoing, SeenThis shall not be responsible for acts or omissions or have any liability for (i) sub-contractors providing hosting services for the Asset(s), SAP or Ad(s) (including but not limited to the availability of any cloud hosting platform) as engaged by SeenThis from time-to-time, or (ii) sub-contractors providing content delivery networks (CDN) as engaged by SeenThis from time-to-time.

Except in the event of gross negligence or wilful misconduct SeenThis, its officers, directors, shareholders, employees, agents, successors or assigns shall not be liable for any special, indirect, incidental, consequential or punitive damages or losses, loss of revenue, profit, savings or business or damage to any computer hardware or software, loss of data or other intangible losses (such as goodwill, etc.).

Except in the event of gross negligence or willful misconduct, SeenThis’ aggregate and total liability in relation to any applicable Order shall in no event exceed an amount equal to the total amounts actually paid for the Services giving rise to the liability during the three (3) months immediately preceding the event giving rise to the liability to which the claim relates.

 

6. Rights to Asset(s), 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 Asset(s), other than the rights to use such Asset(s) as necessary to perform the Services. The Customer grants SeenThis a royalty-free right to use the Asset(s) for purposes of delivering the Service. Any and all rights and licenses to use the Asset(s) shall also apply to SeenThis’ subcontractors.

The Customer acknowledges that nothing shall give the Customer any right, title or interest in and to SeenThis’ intellectual property rights, including the Technology, SAP(s), templates and any other SeenThis functionalities or any third-party functionalities licensed by SeenThis, or any material provided by SeenThis, other than the right to use such as set out under an applicable Order and these terms and conditions.

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, SAP(s) or Technology.

 

7. Publicity
A Party shall be allowed, provided that the other Party has given its prior written consent, to disclose the other Party’s name and include its name and logo on website(s) or in marketing material produced and published by or on behalf of the Party, in accordance with any given instructions or guidelines provided by the other Party.

 

8. 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, 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 as a result of the parties’ commercial relationship under the agreement.

For the duration of an Order, 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.

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 an applicable Order, provided such party is bound by confidentiality undertakings no less restrictive than those of these terms and conditions.

 

9. Prices and Payment
For the provision of the Services, the Customer shall pay to SeenThis a fee based on the price set out in an Order. The invoiced fee is excluding any and all bank fees or other applicable fees, which, if any, shall be paid by the Customer. 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 stated email address. In the event of late payment by the Customer, SeenThis shall be entitled to late payment interest at a rate of 8 % (eight per cent) plus the Swedish Riksbank’s reference rate per annum.

Payment shall be made to the specific SeenThis entity providing the Services under the applicable Order. Depending on the jurisdiction, this may be SeenThis AB (Sweden), SeenThis Norway AS (Norway), SeenThis Sales UK Limited (UK), SeenThis North America Inc (USA), and/or SeenThis Pte Ltd (Singapore).

CPM specified in other currencies than U.S. Dollar (“Local Currency”), shall be subject to SeenThis’ right to adjustment as follows. In case the exchange rate between the specified Local Currency per U.S. Dollar (“Exchange Rate”) at any time fluctuates more than 10 % (ten per cent) below the Exchange Rate on the Effective Date, the Parties agree to enter into good faith negotiations to adjust the CPM in Local Currency up to a level which reflects the corresponding Exchange Rate at the date of making the adjustment (“Adjusted CPM”). The Adjusted CPM shall apply to subsequent Services. If negotiations between the Parties do not result in an Adjusted CPM, SeenThis shall have the right to terminate any applicable agreement and any Order by thirty (30) days prior written notice. The Parties further agree to enter into good faith negotiations on subsequent CPM adjustments in case the Exchange Rate fluctuates more than 10 % (ten per cent) below the Exchange Rate on the effective date of the prior adjustment. The conversion rate for purposes of establishing the Exchange Rate shall be the official rate of exchange provided and published by the US Federal Reserve on a weekly basis (“Foreign Exchange Rates — H.10 Weekly”, published e.g. on www.federalreserve.gov).

 

10. Personal Data
Any processing of personal data under this is subject to the separate data processor agreement available here: https://seenthis.co/dpa/. 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 or to meet legal or regulatory requirements.

 

11. Term and Termination

This agreement shall take effect on the date the Customer accepts an Order (the “Effective Date”) and shall remain in force until the later of: (i) the final delivery of all Services under the applicable Order; or (ii) full payment by the Customer for those Services.

A Party may terminate any applicable agreement and/or an Order with immediate effect if:

a) the other Party has committed a material breach of an Order and/or these terms and conditions (including without limitation failure to timely pay any fees in full) and has not rectified such breach within thirty (30) days after receipt of a written notice specifying the breach; or

b) the other Party (i) becomes insolvent, (ii) is generally unable to pay or fails to pay its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law which is not unfounded, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.

Upon termination, each Party shall return or, upon request, destroy the other Party’s Confidential Information received hereunder. Specifically, the Customer shall return, or upon request, destroy any information including the Technology. Further, the Customer shall pay to SeenThis any outstanding Fees for impressions generated by the Ad(s) at the time of termination and SeenThis may thus issue a final Impressions Report and invoice following termination.

 

12. Force Majeure
Neither Party will be liable for any delay in performing or failure to perform any obligation under an Order (save for a payment obligation), to the extent that the delay or failure results from events or circumstances outside its reasonable control, including but not limited to war, riot, strike, lockout, or any other industrial action, fire, earthquake, flood, pandemics, epidemics or substantial structural changes in the infrastructure for how material such as the formatted material is delivered. If any such event occurs the Party affected shall, as soon as possible, notify the counterparty of the occurrence of the event. The foregoing notwithstanding, in the event of a delay exceeding thirty (30) days, either Party may terminate an Order forthwith on written notice to the other.

 

13. Miscellaneous
Neither Party may assign its rights and duties hereunder, nor transfer or sub-license its rights under an agreement or Order, in whole or in part, to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, SeenThis may freely assign, transfer, and/or sub-license all its rights and obligations hereunder without the Customer’s consent to (i) its parent or affiliates or (ii) to a third party in connection with a merger or acquisition of all or substantially all of the assets or equity. In the event of such transfer, assignment or sub-license, SeenThis shall inform the Customer in writing thereof.

The Parties agree that the information which is incorporated by written reference, together with applicable Orders, the data processing agreement and these terms and conditions is the complete agreement for the Services ordered by the Customer.

Provisions relating to limitation of liability, indemnification, confidentiality, payment and others which by their nature are intended to survive shall survive the termination or expiration of an agreement and/or Order.

 

14. Governing Law and Disputes
The agreement shall be governed by 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 through negotiations between the Parties. 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.

 

SEENTHIS TECHNOLOGY SERVICES

 

These terms are applicable if we provide you, the Customer, with SeenThis Managed Service and/or Self-Service Platform.

 

  1. Service description
    1.1 SeenThis provides services consisting of formatting of material, including images, text, recorded videos, live-streaming videos and other advertising units, provided by its customers, and enabling such formatted material to be displayed on third party websites to generate impressions.
  2. Order and Delivery Process2.1 The Customer shall deliver or procure the delivery of all material needed for SeenThis to provide the Services (the “Asset(s)”) according to SeenThis’ instructions. After acceptance of the Asset(s), SeenThis undertakes to format and add functionalities (as and if agreed by the Parties) to the Asset(s) by use of the Technology (referred to as an “Ad” or “Ads”). SeenThis will deliver to the Customer in a zip-file, script-file or other format agreed between the Parties, a deliverable containing links to the relevant formatted Asset(s) and other added functionalities embedded by SeenThis in the Ad(s) (each a “SAP”). SeenThis will use the tracker to measure the number of impressions of each Ad on third-party websites and provide reports of impressions for each Ad to the Customer on a monthly basis (an “Impression Report”).2.2 Order and delivery process (unless otherwise agreed):
    a) The Customer delivers Asset(s) to SeenThis, or imports Asset(s) from a third party source via the Service;
    b) The Customer (via SeenThis creative platform) or SeenThis (via Managed Service) adds functionalities to the Asset(s) as applicable;
    c) SeenThis formats the Asset(s) by using the Technology to create an Ad, and provides the SAP to the Customer;
    d) The Customer uploads the SAP to an ad server;
    e) The Customer purchase advertising space; and
    f) The Ad will be accessed from servers provided by SeenThis, and displayed in the purchased third party advertising space.2.3 The Customer may not make any changes or modifications to the SAP once delivered by SeenThis without SeenThis’ written approval.

    2.4 The Customer has the sole responsibility for purchasing advertising space for the Ad(s) from third parties. Advertising purchases may only be made using an ad server that has been verified and approved by SeenThis.

    3. Price and Payment
    3.1 The Customer shall pay a fee based on the price set out for every one thousand (1,000) impressions (“CPM”) and the actual number of impressions registered by SeenThis.

 

 

SEENTHIS MEDIA ACTIVATION

 

These terms and conditions are applicable if we provide you, the Customer, with SeenThis Media Activation.

 

  1. Service Description

    1.1 SeenThis provides services consisting of the formatting of material, including images, text, recorded videos, live-streaming videos and other advertising units, provided by its customers, and enabling such formatted material to be displayed on third-party websites to generate impressions (“Ad Production”). “SeenThis Media Activation” is defined as an ad campaign purchased by the Customer from SeenThis where SeenThis manages the entirety of media delivery associated with the campaign.

    1.2 A campaign ordered by the Customer hereunder is referred to as a “Media Activation Campaign”.

    1.3 SeenThis offers SeenThis Media Activation with Managed Service or Self-Service. Both Managed Service and Self-Service include Ad Production by SeenThis.

    a) Managed Service means that SeenThis manages the trading of media.
    b) Self-Service means that the Customer manages the trading of media.

  2. Order and Delivery Process

    2.1 Order and delivery process, unless otherwise agreed between the Parties:
    a) The Customer sends a Campaign Brief request (as defined in clause 3.1) to SeenThis.
    b) SeenThis sends a campaign brief response (including price offer) to the Customer (“Campaign Brief Response”).
    c) The Customer sends a written acceptance of the Campaign Brief Response to SeenThis.
    d) SeenThis sends the Customer an insertion order (“IO”).
    e) SeenThis will activate the Media Activation Campaign upon the Customer’s written acceptance of the IO.2.2 SeenThis may reject any individual order in its sole discretion.

  3. The Customer’s Responsibilities

    3.1 The Customer shall deliver, or procure the delivery of, all material necessary for the Ad Production (the “Asset(s)” or “Raw Material”) according to SeenThis’ instructions. The Customer shall also provide SeenThis with the campaign information (“Campaign Brief”) necessary for SeenThis to provide the Customer with (i) the Campaign Brief Response for the requested Media Activation Campaign, and (ii) the Service.

    3.2 Campaign Brief must include, but shall not be limited to, the following:
    a) flight dates,
    b) total budget,
    c) requested buying model (CPV, CPCV, CPM),
    d) preferred audience targeting,
    e) preferred site list and block list,
    f) relevant information to successfully deliver set campaign objectives, and
    g) other data that may be reasonably requested by SeenThis.

    3.3 The Customer shall provide SeenThis with (i) the Campaign Brief and (ii) Asset(s) in the correct format within a sufficient timeframe prior to the Media Activation Campaign start date. ‘Sufficient time’ shall mean a period that allows SeenThis to: (a) provide a Campaign Brief Response within four (4) business days of receipt of the Campaign Brief and Asset(s), and (b) receive written acceptance of the Campaign Brief Response at least two (2) business days prior to the Media Activation Campaign start date, in order to enable the Media Activation Campaign to go live as scheduled.

    3.4 The Customer acknowledges that SeenThis may not be able to meet the requested Media Activation Campaign start date unless the Customer has provided SeenThis with items (i) and (ii).

  4. SeenThis’ Responsibilities

    4.1 SeenThis shall, upon the Customer’s delivery of Campaign Brief, provide the Customer with a Campaign Brief Response (including price offer) for the requested SeenThis Media Activation Campaign within four (4) business days.
    4.2 SeenThis undertakes to provide the Customer with SeenThis Media Activation services upon the Customer’s acceptance of the Campaign Brief Response, the delivery of Asset(s) and a written acceptance of the IO. The Services include the following responsibilities.4.2.1 Ad Production
    a) SeenThis shall format and add functionalities (as and if agreed by the Parties) to the Asset(s) by use of the Technology (referred to as an “Ad” or “Ads”);

    4.2.2 Management of Media Activation Campaign
    a) SeenThis shall manage and execute the Media Activation Campaign in accordance with the Insertion Order.
    b) Reporting frequency will be agreed on a campaign basis, and reporting will be per SeenThis’ data.
    c) SeenThis shall provide the Customer with an end-of-campaign report.4.3 In the event that SeenThis fails to deliver in accordance with an agreed IO, the Parties agree to engage in good faith discussions to identify the cause of the non-performance and to work collaboratively toward a mutually agreeable solution. Both Parties shall use their best efforts to resolve any issues.

     

    5. The Customer’s warranties

    5.1 Without limiting anything else in stipulated in these terms and conditions, the Customer represents and warrants that all Asset(s) and/or Ads provided hereunder shall not: (i) facilitate or promote illegal activity, or contain content that is illegal; (ii) contain content that is deceptive, misleading, defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (iii) contain sexually suggestive, explicit, or pornographic content; (iv) infringe upon or violate any right of any third party, including, without limitation, any intellectual property, privacy, or publicity rights; (v) spawn additional windows or messages beyond the original Ad; (vi) distribute adware, spyware, or viruses; (vii) auto-forward users’ browsers; (viii) resemble system dialogue boxes or error messages; (ix) intentionally obscure or falsify the source of the inventory or artificially inflate the volume of such inventory in any way; (x) violate any applicable laws, rules, regulations or local advertising standards.

    5.2 The Customer represents and warrants that it has the legal rights to use and display the Asset(s) and Ads through the Services and that is has any necessary rights or permissions are secured to import (download or otherwise) and use the Asset(s)to provide the Service.

    5.2 The Customer may not make any changes or modifications to material provided to or accessed by Customer without SeenThis’ written approval.

    5.3 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 a breach of the warranties in section 5, the delivered Asset(s)or other material, the Ads (except to the extent related to the Technology) and/or the Customer’s breach of its representation and warranties.

     

    6. Fees and Payment

    6.1 The fee for Media Activation Campaigns is outlined in the Campaign Brief Response, and accepted by the Customer, prior to the start of each Media Activation Campaign. The invoice shall be calculated in accordance with the agreed purchase model and shall be based on SeenThis’ reporting. SeenThis’ data report shall prevail in case of discrepancies. Unless otherwise agreed, the Parties hereby agree that payments for Services rendered shall be made monthly in arrears and for Media Activation Campaigns spanning multiple months, invoices shall be issued at the end of each calendar month during the term of the Media Activation Campaign. Each invoice will reflect the Services provided during the respective month.

    6.2 Unless otherwise explicitly stated in an order specification or a price offer, all payments shall be made in accordance with the payment terms specified in the agreement.

 

Version 2025-05-30