Terms and Conditions

These Terms and Conditions, together with any Order, use of the Services or other ordering document referencing these Terms and Conditions and any documents expressly incorporated by reference herein, collectively constitute the entire agreement between the Customer and SeenThis (the “Agreement”). The Customer and SeenThis may each individually be referred to as a "Party" and collectively as the "Parties.

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.

"Adjusted CPM" means the adjusted cost per thousand impressions in Local Currency agreed between the Parties following a renegotiation triggered by a fluctuation in the Exchange Rate in accordance with clause 9.5, reflecting the Exchange Rate at the date of making the adjustment.

"AI Output" means any material, content, data, media, or other material generated or modified by artificial intelligence functionalities forming part of the Services.

“Asset(s)” means the material provided by the Customer, and needed by SeenThis to provide the Creative Services, e.g. pictures or videos.

“Customer” means the legal entity ordering the Services.

“Customer Client” means one or more third parties that the Customer represents and who wish to use the Services to market themselves or their products.

“Customer Material” means any content, data, documents, or other materials that (i) are owned by or licensed to the Customer, including the Asset(s); (ii) are provided by the Customer to SeenThis; and (iii) are necessary or reasonably required for SeenThis to perform the Services.

"CPM" means the cost per one thousand (1,000) impressions, being the pricing model applied to the relevant Services as specified in the Agreement or applicable Order.

"Exchange Rate" means the official rate of exchange between the applicable Local Currency and the U.S. Dollar, as provided and published by the US Federal Reserve on a weekly basis (Foreign Exchange Rates- H.10 Weekly), as published at www.federalreserve.gov or such successor publication as may be designated by the US Federal Reserve from time to time.

“Creative Services” means the services provided by SeenThis consisting of formatting and adding functionalities to Asset(s) by use of the Technology, to enable such formatted material to be displayed on third party websites as Ads.

"Local Currency" means any currency other than the U.S. Dollar in which a CPM rate is specified under this Agreement.

“Order” means (a) a written order (including email confirmation) that describes the specific Services to be provided, the applicable fees, and any additional terms (including these terms and conditions) or (b) the Customer’s use of SeenThis’ Services.

“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 delivers to the Customer in a zip-file, script-file or other format agreed between the Parties.

“Service(s)” means the service(s) provided by SeenThis as specified in an 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.

"Third-Party Integrations" means any third-party platforms, tools, or services with which the Services may offer connectivity, including but not limited to ad servers, supply-side platforms, demand-side platforms, CRM systems, and other marketing technology platforms, as further described in clause .

2. The Service(s)

2.1. Upon the Customer’s Order of Services shall the Customer (i) deliver, or procure the delivery of, all information and material needed for SeenThis to provide the Services, and (ii) implement and access any Service, in accordance with SeenThis’ instructions.

2.2. If SeenThis reasonably believes that any Customer Material (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.

2.3. SeenThis may reject any individual order of Creative Services and/or SeenThis Media in its sole discretion.

2.4. SeenThis shall provide the Customer with support in connection with the Services. The Customer shall report any issues, errors, or service requests to SeenThis through the support channels communicated by SeenThis to the Customer from time to time. SeenThis reserves the right to update or change its support channels and procedures upon written notice to the Customer. SeenThis shall use reasonable endeavours to respond to and resolve reported issues in a timely manner, taking into account the nature and severity of the issue.

3. Customer Responsibilities and Warranties

3.1. The Customer represents and warrants that (i) the Customer Material is free from viruses and other harmful components, (ii) it has the legal rights to use Customer Material and display any Asset(s)/Ads through the Services and that any necessary rights or permissions are secured to import (download or otherwise), (iii) any necessary rights or permissions are secured for SeenThis to use the Customer Material to provide the Service, (iv) the Customer Material does not infringe any third party rights, and (v) the Customer Material does not violate any applicable law, rules or regulations. The Customer shall further procure that no user or other person accessing the Services on the Customer's behalf shall: (i) use the Services in any manner that violates applicable law or regulation; (ii) use the Services to transmit any malicious code, viruses, or disruptive data; (iii) circumvent, disable or interfere with any security features or access controls of the Services; (iv) use the Services to process data in a manner that infringes the intellectual property rights or privacy rights of any third party; or (v) resell, sublicense, or otherwise make the Services available to any unauthorised third party.

3.2. Without limiting anything else in these terms and conditions, the Customer represents and warrants that all Customer Material 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.

3.3. The Customer is solely liable for reviewing and validating all AI Output prior to any use. SeenThis shall use reasonable endeavours to ensure that any artificial intelligence functionalities forming part of the Services operate in a manner consistent with their intended purpose and applicable law. SeenThis shall have no liability for any loss or damage arising out of or in connection with the Customer's use of or reliance on any AI Output. The Customer's obligations under this Agreement, including its representations, warranties, and indemnification obligations, apply in full to any use of AI Output.

3.4. The Customer may not make any changes or modifications to Ads, SAP or other SeenThis material provided to or accessed by Customer without SeenThis’ written approval.

4. Intermediaries

4.1. If the Customer is acting on behalf of a Customer Client or other third party, the Customer acknowledges that this Agreement does not confer any rights or obligations to the Customer Client(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 Customer Client 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 Customer Client(s).

5. SeenThis Responsibilities and Warranties

5.1. Except as expressly set out in this Agreement, 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 Customer Material, 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, or (iv) that any AI Output is accurate, complete, or fit for the Customer's intended purpose.

5.2. SeenThis may use sub-contractors for the provision of the Services. 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 (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.

5.3. The Services may include or offer connectivity with Third-Party Integrations. Third-Party Integrations are made available for the Customer's convenience and are subject to the terms, conditions, and availability of the respective third-party providers. SeenThis does not warrant or guarantee the availability, accuracy, security, or performance of any Third-Party Integration and shall have no liability for any loss or damage arising out of or in connection with the Customer's use of or reliance on any Third-Party Integration, including any interruption, error, or discontinuation of a third-party platform or service.

5.4. The Customer is solely responsible for ensuring that its use of Third-Party Integrations complies with the applicable terms and conditions of the relevant third-party providers. The Customer shall indemnify and hold SeenThis harmless from any claims arising from the Customer's use of Third-Party Integrations in breach of such terms.

5.5. SeenThis shall use reasonable endeavours to notify the Customer of any material changes to Third-Party Integrations that SeenThis is aware of and that are reasonably likely to affect the Customer's use of the Services. SeenThis reserves the right to discontinue any Third-Party Integration upon reasonable written notice to the Customer.

6. Rights to Customer Material, Asset(s), Ads, and the Technology

6.1. SeenThis acknowledges that nothing in this Agreement shall give SeenThis any right, title or interest in or to the Customer's intellectual property rights, including Customer Material, other than the rights to use such for the purpose of performing the Services. The Customer grants SeenThis a non-exclusive, royalty-free, non-transferable right to use Customer Material for the purpose of performing and delivering the Services. Any and all rights and licenses to use Customer Material shall also apply to SeenThis’ subcontractors.

6.2. The Customer acknowledges that nothing in this Agreement shall give the Customer any right, title or interest in or to SeenThis' intellectual property rights embedded in the Service(s), it’s Technology, SAP(s), software, templates and any other SeenThis functionalities or any third-party functionalities licensed by SeenThis, or any material provided by SeenThis, other than the limited right to access and use the same solely for the purpose of receiving the Service(s) and solely as expressly set out in this Agreement.

6.3. SeenThis retains all ownership and intellectual property rights to anything developed by SeenThis and provided to or accessed by the Customer. For the avoidance of doubt, any improvements, modifications, or derivative works created by SeenThis in connection with the Services shall vest in and be owned exclusively by SeenThis. 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(s), SAP(s) or Technology.

7. Publicity

7.1. 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

8.1. Confidential information means 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 this Agreement.

8.2. For the duration of this Agreement, 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.

8.3. 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.

8.4. The obligations set out in this section shall survive the termination or expiry of this Agreement indefinitely, regardless of the reason for termination.

9. Prices and Payment

9.1. For the provision of the Services, the Customer shall pay to SeenThis a fee based on the price set out in an Order. Unless otherwise agreed in writing by the Parties, SeenThis' reporting shall where appliable form the basis for invoicing and the Customer shall be liable to pay for all usage registered by SeenThis, irrespective of how or where the Services are implemented or used. 

9.2. The Customer shall provide SeenThis with accurate and complete billing information prior to the commencement of the first billing period and shall promptly notify SeenThis in writing of any changes thereto. Invoices will be sent to the Customer’s stated e-mail address. The Customer's obligation to pay shall not be affected by any failure to provide or maintain correct billing information.

9.3. All payments shall be made by the Customer to SeenThis within thirty (30) days from the date of the invoice. The invoiced fee is excluding any and all bank fees or other applicable fees or taxes, which, if any, shall be paid by the Customer. In the event of late payment by the Customer, SeenThis shall be entitled to late payment interest at a rate of 12 % (twelve per cent) per annum.

9.4. 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).

9.5. SeenThis may adjust the fees payable under this Agreement once per calendar year, by up to five per cent (5%), upon written notice to the Customer. The adjusted fees shall take effect on the date specified in the notice. SeenThis' election not to adjust fees in any given year shall not prejudice its right to do so in any subsequent year.

9.6. CPM specified in Local Currency shall be subject to SeenThis’ right to adjustment as follows. In case the Exchange Rate at any time fluctuates more than 10 % (ten per cent) below the Exchange Rate on the Effective Date of this Agreement, the Parties agree to enter into good faith negotiations to agree upon an 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 this Agreement or any Order by thirty (30) days prior written notice.

10. Personal Data

10.1. The processing of personal data under this Agreement 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 under this Agreement or to meet legal or regulatory requirements.

11. Term and Termination

11.1. 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 the Services.

11.2. A Party may terminate this Agreement with immediate effect if:

a) the other Party has committed a material breach of this Agreement (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.

11.3. Upon termination, all licences granted under this Agreement shall immediately cease and each Party shall cease all use of the other Party's intellectual property, technology, materials, and any other resources made available under this Agreement. 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 usage at the time of termination and up until all Services have been finally delivered.

12. Liability and Indemnification

12.1. The Customer shall be liable for any and all losses, damages, liabilities, costs, expenses, claims, or demands (including reasonable legal fees) arising out of or in connection with any breach of this Agreement by the Customer, including any breach of its representations, warranties, or obligations hereunder, or any violation of applicable law, regulation, or third-party rights.

12.2. The Customer shall defend, indemnify, and hold SeenThis and its affiliates, officers, directors, shareholders, employees, and agents harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Asset(s), Customer Material, or any other material provided by the Customer; (ii) the Ads, except to the extent any claim arises directly from SeenThis' Technology; (iii) any breach by the Customer of its representations, warranties, or obligations under this Agreement; or (iv) any violation of applicable law, regulation, or third-party rights by the Customer.

12.3. Subject to the limits set out herein, SeenThis shall be liable for any and all losses, damages, liabilities, costs, expenses, claims, or demands (including reasonable legal fees) arising out of or in connection with any breach of this Agreement by SeenThis, including any breach of its representations, warranties, or obligations hereunder, or any violation of applicable law, regulation, or third-party rights.

12.4. Subject to the limits set out herein, SeenThis shall defend, indemnify, and hold the Customer and its affiliates, officers, directors, shareholders, employees, and agents harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with (i) any claim that the Technology, as provided by SeenThis and used by the Customer in accordance with this Agreement, infringes the intellectual property rights of any third party, (ii) any breach by SeenThis of its representations, warranties, or obligations under this Agreement, (iii) any violation of applicable law or regulation, or third party rights by SeenThis.

12.5. Except in the event of gross negligence or wilful misconduct, shall SeenThis not be liable for any special, indirect, incidental, consequential or punitive damages or losses, including loss of revenue, profit, savings or business, damage to hardware or software, loss of data, or other intangible losses.

12.6. Except in the event of gross negligence or wilful misconduct, SeenThis’ aggregate and total liability under this Agreement shall in no event exceed the total amounts actually paid by the Customer for the Services giving rise to the liability during the three (3) months immediately preceding the event giving rise to the claim.

13. Force Majeure

13.1. Neither Party will be liable for any delay in performing or failure to perform any obligation under this Agreement (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 this Agreement forthwith on written notice to the other.

14. Miscellaneous

14.1. Neither Party may assign its rights and duties hereunder, nor transfer or sub-license its rights under this Agreement, 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.

14.2. The Parties agree that this Agreement and the information which is incorporated into this Agreement by written reference, together with applicable orders, is the complete agreement for the Services ordered by the Customer.

14.3. Provisions relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive shall survive the termination or expiration of this Agreement.

15. Governing Law and Disputes

15.1. This Agreement shall be governed by and interpreted in accordance with the substantive laws of Sweden, with the 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.

15.2. 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.

15.3. 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.

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End of General Terms and Conditions

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SeenThis Creative Services

These terms are applicable if we provide you, the Customer, with SeenThis Creative Services.

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 (the “Creative Services”). The Creative Services are made available to the Customer through SeenThis Studio or as managed service, as specified in this appendix or as otherwise agreed between the Parties in writing. In addition, SeenThis Studio may enable the Customer to produce and export Third-Party Ads for distribution on third-party channel platforms independently of the Creative Services and outside of SeenThis' infrastructure.

2. Definitions

2.1. The following definitions shall apply:

"Active Client Team" means any client team that has been provisioned and registered in SeenThis Studio by the Customer or on the Customer's behalf during the Term.

"Authorised User" means any individual who has been registered and provisioned with access credentials within an Active Client Team in SeenThis Studio, subject to the applicable Team User Cap.

“SeenThis Activation Package” or “SAP” means a package containing links to the relevant formatted Asset(s) and other functionalities embedded by SeenThis in the Ad(s), provided to the Customer in a zip-file, script-file, or such other format as may be agreed between the Parties.

"Subscription Start Date" means the date on which SeenThis first makes SeenThis Studio available to the Customer for access and use, as confirmed in writing by SeenThis or as specified in the Agreement, whichever is the earlier.

"Team Count" means the total number of Active Client Teams provisioned in SeenThis Studio, as recorded in SeenThis’ system.

"Team User Cap" means the maximum number of Authorised Users permitted within a single Active Client Team.

3. SeenThis Managed Service

3.1. SeenThis offers SeenThis Creative Services as Managed Service. The Customer shall pay a fee for Managed Service Orders, as agreed between the Parties. 

3.2. Upon the Customer’s Order of Managed Service, and SeenThis’ acceptance, the Customer shall deliver or procure the delivery of all Customer Material necessary for SeenThis to provide the Service. SeenThis will thereafter add functionalities to the Asset(s) as agreed between the Parties. SeenThis shall format the Asset(s) using the Technology to create an Ad and provide the resulting SAP to the Customer. The Customer shall upload the SAP to an ad server and purchase the relevant advertising space from third-parties. The Ad may thereafter be accessed from servers provided by SeenThis and displayed within the purchased third-party advertising space. 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. 

3.3. The Customer may not make any changes or modifications to the SAP once delivered by SeenThis without SeenThis’ written approval. 

3.4. SeenThis may reject any individual Order for Managed Service in its sole discretion.

4. SeenThis Studio

License

4.1. SeenThis hereby grants the Customer a limited, non-exclusive, non-transferable license to access and use SeenThis Studio, as applicable, and to provide access to SeenThis Studio to its Customer Clients, brands, and partners (the "License"), solely for the duration of the Agreement and for the purpose of receiving the Services. The License does not confer any ownership or other rights in SeenThis Studio, the Technology, or any underlying intellectual property of SeenThis. All rights not expressly granted herein are reserved by SeenThis.

Fees

4.2. The Customer shall pay the fees for access to and use of SeenThis Studio as agreed between the Parties. In addition, the Customer shall pay a usage fee in respect of SeenThis Creative Services for each Ad served, calculated on a CPM basis.

General

4.3. The Customer shall access and use SeenThis Studio solely in accordance with SeenThis' instructions and any usage guidelines issued by SeenThis from time to time, as may be updated upon written notice to the Customer. SeenThis shall make SeenThis Studio available to the Customer from the Subscription Start Date and shall provide reasonable onboarding guidance and technical documentation to enable the Customer to use the platform effectively.

4.4. The Customer accesses Studio independently and is solely responsible for the production, including the upload and configuration of Asset(s), the application of functionalities, creative output and all decisions made in the course of production within SeenThis Studio. SeenThis does not participate in the production process under this mode.

4.5. The Customer shall ensure at all times that the number of Authorised Users does not exceed the Team User Cap applicable to the Customer. The Customer shall ensure that inactive Users are deleted as soon as reasonably possible. SeenThis reserves the right to audit the Authorised User records. Should an audit reveal a material discrepancy, shall SeenThis be entitled to revise the fee for SeenThis Studio.

4.6. In addition to the general obligations set out in the General Terms and Conditions, the Customer shall procure that no Authorised User shall use SeenThis Studio in a manner that places an unreasonable or disproportionate load on SeenThis' infrastructure or systems, as reasonably determined by SeenThis.

4.7. SeenThis reserves the right to suspend the Customer's access to SeenThis Studio, in whole or in part, in the event of a material breach of this section or the corresponding provisions of the General Terms and Conditions, subject to providing the Customer with prior written notice where reasonably practicable. Such suspension shall not relieve the Customer of its obligation to pay any fees accrued prior to the date of suspension.

4.8. The Customer is responsible for ensuring that its Customer Clients, brands, and partners who are granted access to the Creative Services comply with all applicable terms of use, legal requirements, and usage restrictions set out in or associated with this Agreement.

Service Mode

4.9. The Customer may use SeenThis Studio to create Ads in accordance with the provisions below.

4.10.  The Customer may import Asset(s) into SeenThis Studio and apply such functionalities as SeenThis makes available within the platform from time to time. Upon completion of production, the Asset(s) are formatted using the Technology to create an Ad, and the resulting SAP is made available to the Customer for download or delivery. The Customer shall upload the SAP to an ad server and purchase the relevant advertising space from third-party publishers. The Ad shall thereafter be accessed from servers provided by SeenThis and displayed within the purchased third-party advertising space.

4.11. 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. 

4.12. The Customer may not make any changes or modifications to the SAP once delivered by SeenThis without SeenThis’ written approval. 

SeenThis Media

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

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” 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 “Seenthis Media Campaign”.

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

• Managed Service means that SeenThis manages the trading of media. 

• Self-Service means that the Customer manages the trading of media.  

2. Definitions

2.1. The following definitions shall apply:

“Ad Production" means the services provided by SeenThis 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.

"Campaign Brief" means the campaign information provided by the Customer to SeenThis necessary for SeenThis to prepare a Campaign Brief Response and deliver the Service.

"Campaign Brief Response" means the response issued by SeenThis to the Customer following receipt of a Campaign Brief, including a price offer for the requested SeenThis Media Campaign.

"Insertion Order" or "IO" means the order document issued by SeenThis to the Customer following the Customer's written acceptance of a Campaign Brief Response, setting out the terms applicable to a specific SeenThis Media Campaign.

"Managed Service" means a SeenThis Media Campaign in which SeenThis manages the trading of media on the Customer's behalf.

"SeenThis Media Campaign" means a campaign ordered by the Customer under this Appendix, delivered either as Managed Service or Self-Service.

"Self-Service" means a SeenThis Media Campaign in which the Customer manages the trading of media.

3. Order and Delivery process

3.1. Order and delivery process, unless otherwise agreed between the Parties:

• The Customer sends a Campaign Brief request (as defined in clause 3.1) to SeenThis.

• SeenThis sends a Campaign Brief Response (including price offer) to the Customer.

• The Customer sends a written acceptance of the Campaign Brief Response to SeenThis.

• SeenThis sends the Customer an IO.

• SeenThis will activate the SeenThis Media Campaign upon the Customer’s written acceptance of the IO. 

3.2. SeenThis may reject any individual order in its sole discretion. 

4. The Customer’s Responsibilities

4.1. The Customer shall deliver, or procure the delivery of, all Customer Material necessary for the Ad Production according to SeenThis’ instructions. The Customer shall also provide SeenThis with the Campaign Brief necessary for SeenThis to provide the Customer with (i) the Campaign Brief Response for the requested Seenthis Media Campaign, and (ii) the applicable Service.

4.2. Campaign Brief must include, but shall not be limited to, the following: 

• flight dates, 

• total budget, 

• requested buying model (CPV, CPCV, CPM), 

• preferred audience targeting,

• preferred site list and block list, 

• relevant information to successfully deliver set campaign objectives, and 

• other data that may be reasonably requested by SeenThis.

4.3. 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 Seenthis Media 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 SeenThis Media Campaign start date, in order to enable the Seenhis Media Campaign to go live as scheduled. 

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

5. SeenThis’ Responsibilities

5.1. 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 Campaign within four (4) business days. 

5.2. SeenThis undertakes to provide the Customer with SeenThis Media 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.  

5.2.1. 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”); 

5.2.2. Management of SeenThis Media Campaign

a) SeenThis shall manage and execute the SeenThis Media 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.

5.3. 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.

6. Fees and Payment

6.1. The fee for SeenThis Media Campaigns is outlined in the Campaign Brief Response, and accepted by the Customer, prior to the start of each SeenThis Media Campaigns. 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 SeenThis Media Campaigns spanning multiple months, invoices shall be issued at the end of each calendar month during the term of the SeenThis Media Campaigns. 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.