The fine printStrossles terms of service

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Terms for Advertisers

Terms for Publishers

Terms for advertisers

These Terms for Advertising (the “Terms”) governs the Customer’s purchase of the Service, as defined below. The Service is provided by Strossle International AB, company registration number 556930-0543, with registered address Kungsgatan 58, 111 22 Stockholm, Sweden ("Strossle") and Strossle’s Affiliates.


1. DEFINITIONS

1.1 “Advertiser” means the entity that wishes to market itself or its products or services through 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 estimated fees set forth in an Order Confirmation based on the estimated number of Clicks for a Campaign.

1.4 “Campaign” means the marketing activity to be carried out 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 available within the Network as part of the Service.

1.6 “Commencement Date” means the first date of a Campaign as specified in the Order Confirmation.

1.7 “Content” means the material provided by the Customer containing text, images, headlines, URL, preamble and other details which Strossle will use as the Link for a specific 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 available by Strossle in the Network during a Campaign, which links to editorial content on a website designated by the Advertiser.

1.12 “Media Agency” means an entity purchasing the Service in its own name for the purpose of marketing an Advertiser by use of the Service.

1.13 “Network” means the websites within Strossle’s network of publishers, providers of online media and collaboration partners, used by Strossle from time to time to provide the Service.

1.14 “Order” means a written order for the Service submitted by the Customer.

1.15 “Order Confirmation” means a written acceptance of the Order by Strossle.

1.16 A “Party” means Strossle and the Customer individually and the “Parties” means Strossle and the Customer collectively.

1.17 A “Pause” means a temporary pause in a Campaign during 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 a professional entity, such as a content provider, that pre-purchases and resells the Service to Advertisers.

1.20 “Service” means the service provided by Strossle as defined in Clause 3 below and as specified in each Order Confirmation.

1.21 “Service Fee” means the Click-based fee for the Service as specified in the Order Confirmation or, where applicable, as finally reported following the completion of the Service.

1.22 “Strossle Affiliate” means an entity in which Strossle International AB, directly or indirectly, controls at least 50 % (fifty per cent) of the votes.


2. GENERAL

2.1 The Agreement is applicable for the Customer’s purchase of the Service and Strossle’s (or a Strossle
Affiliate’s as applicable) subsequent delivery 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 the
Customer, in which case the Agreement for the sake of clarity shall be deemed entered into between the Customer and such Strossle Affiliate directly.

2.2 The Agreement constitutes the entire agreement and understanding of the Parties in relation to the
Service. The Agreement supersedes any proposal or prior agreement, oral or written, and any other
communications between the Parties relating to the subject matter of the Agreement. No terms of
business or general terms of the Customer shall apply between the parties. Any amendment to this
Agreement must be specifically agreed by the Parties in writing.

2.3 By accepting the Terms, either by clicking a box indicating acceptance, or by executing an Order that
references the Terms, the Customer agrees to be bound by the Terms.


3. THE SERVICE

3.1 Strossle offers a service for native advertising in its Network whereby Strossle, during a Campaign and
as set forth in each Order Confirmation, makes a Link available in its Network for the purposes of
delivering Clicks and thereby driving traffic to the editorial content of the Advertiser (the “Service”).

3.2 The Service is only offered in relation to the entire Network and Strossle, in its sole discretion, chooses
which websites in the Network that is to be used within each Campaign.

3.3 Strossle’s obligation to provide the ordered Service is conditional on the Customer’s fulfillment at all
times of its obligations under the Agreement.

3.4 Strossle may use sub-contractors for the provision of the Service (in which case Strossle remains liable
towards the Customer).


4. CONTENT

4.1 The Content shall be delivered to Strossle no later than five (5) business days before the
Commencement Date together with the editorial content to which the Link shall lead. The Customer
shall procure that the Content fulfills the requirements set forth in the Content Guidelines, available at
Strossle’s website (http://www.strossle.com/advertiser) as updated from time to time. In addition, the
URL provided to Strossle as part of the Content must lead to editorial content made available on a
website that is generally 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 to
Strossle. If the Content is not delivered to Strossle in due time or if the Content delivered is not conform
to the criteria specified in 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 corresponding to 5 %
(five per cent) of the Budgeted Service Fee (or the Service Fee where applicable) per calendar day until
the Content is delivered (conform to the criteria set forth in this Clause 4), up to a maximum amount
corresponding to 50 % (fifty per cent) of such fees, after which Strossle in its sole discretion may choose
to terminate the Agreement.

4.4 Strossle has the right to, in its sole discretion, refuse to make Content available and/or remove the
Content from the Network at any time for any reason. If the Content is refused or removed by Strossle,
the Customer shall not be liable to pay any Service Fee save for in the event of Customer’s breach of the
Agreement.

4.5 The Customer acknowledges and accepts that the Content may be refused or removed at any time by
owners of each website included in the Network and that Strossle is not in control of and shall not be
responsible for such refusal or removal.

4.6 Strossle and/or a publisher in the Network have the right to make changes to the Content, as Strossle,
or such publisher, deem appropriate in order to comply with applicable laws, or (as for Strossle) in
order to fulfil its obligations under the Agreement or to maintain a high quality of the Service, for
example by changing the title, image or text of the Content and to adapt, amend, modify, crop, change
format or size of the Content and to add and fit in widgets used for the Service. In addition, Strossle
and/or a publisher in the Network have the right to (as Strossle or such publisher deem appropriate)
add labels marked “sponsored” “native” or similar, clarifying that the Content constitute advertisement.


5. ORDER PROCESS

5.1 The Customer may at any time submit an Order to Strossle for the provision of the Service. Strossle may
refuse any Order in its sole discretion. An Order is never binding upon Strossle until its acceptance
through the Order Confirmation.

5.2 If the Order is not compliant with the Agreement or if Strossle for any other way cannot accept the
Order, Strossle may contact the Customer so that the Customer has the chance to make the
appropriate changes and submit a new Order. For the sake of clarity, such Order is only binding upon
the issuance of an Order Confirmation.

5.3 The Customer may at any time before Commencement Date withdraw an Order that has been
submitted to Strossle, in which case Strossle has the right to charge a cancellation fee corresponding to
50 % (fifty per cent) of the Budgeted Service Fee (or the Service Fee as applicable).


6. POSTPONEMENT AND PAUSE

6.1 The Customer may request to change the Commencement Date by submitting a written request to
Strossle (a “Postponement”). A request for Postponement must be submitted no later than 4 (four)
calendar days before the Commencement and is subject to Strossle’s approval, which is not to be
unreasonably withheld.

6.2 If a request for Postponement is submitted later than as set forth above, Strossle may choose to accept such request in which case a postponement fee corresponding to 5 % (five per cent) of the Budgeted Service Fee (or the Service Fee where applicable) will be charged up to a maximum amount corresponding to 50 % (fifty per cent) of such fees, after which Strossle in its sole discretion may choose
to 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 the
requested commencement of the Pause. A Pause is subject to Strossle’s approval, not to be unreasonably withheld.


7. INTERMEDIARIES

7.1 If the Customer is an Intermediary, the Customer acknowledges that the contracting parties to the
Agreement are the Customer and Strossle and that Strossle does not have a contractual relationship
with the Advertiser or other customers of the Intermediary.

7.2 The Intermediary and Strossle are independent contracting parties and nothing in this agreement shall
be construed as if the Intermediary is acting as an agent (Sw handelsagent) of Strossle or that a
partnership (Sw enkelt bolag) exist between the Parties.

7.3 It is the responsibility of the Intermediary to procure that the Terms are complied with by the
Advertiser and/or as for Resellers, such Reseller’s customers and the Intermediary accepts full
responsibility for all obligations set forth in the Agreement and accepts liability in relation to Strossle for
any breach of the Agreement caused 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 against Strossle made by an Advertiser.

7.5 As an Intermediary, the Customer is obligated to notify its customer that Strossle is the provider of the
Service. In addition, the Intermediary must inform its customer that the Service is only provided in
relation to the Network as a whole and not in relation to individual publishers and online media providers.

7.6 A Reseller shall only resell the Service on the same terms as the Terms.

7.7 The Intermediary shall refrain from marketing the Service in a manner that could be misleading as
regards the relationship between the Parties and/or the nature of the Service. In particular, the
Intermediary shall not make any representations as to which websites in the Network that will be used
for a specific Campaign.


8. REPORTING

8.1 Strossle will make reports available to the Customer on the number of Clicks after the completion of
each Campaign.

8.2 If the Customer, by use of a well-renowned tool for measurement of web-traffic based on the same
method for measurement of Clicks as reflected in the Agreement, is of the opinion that the reported
number of Clicks is incorrect, the Customer may challenge the reported number of Clicks, provided that
the Customer’s results differ with more than 10 % (ten per cent) from that of Strossle. In such case, the
Parties shall enter into good faith discussions in order to identify the correct number of Clicks.

8.3 Deviations under 10% (ten per cent) shall not lead to adjustments of the number of Clicks reported by
Strossle.


9. PAYMENT AND BILLING

9.1 The Service Fee excludes Value Added Tax (VAT) or any other applicable sales, goods, service or use tax,
which the Customer will pay in addition to the fees, as applicable.

9.2 The Service Fee shall, unless otherwise agreed, be based on the reported number of Clicks as reported
in accordance with Clause 8 above.

9.3 The Service Fee is charged via invoice on a monthly basis unless otherwise agreed. Payments are due
within 30 (thirty) days from the date of the invoice unless otherwise agreed. Payments shall be made in
the currency specified on the Order Confirmation.

9.4 Strossle reserves the right to charge annual accrued interest of 10 % (ten per cent) for delay in payment as well as delay fees and costs of recovery in accordance with applicable legislation.


10. INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership and all intellectual property rights in the Service, including but not limited to patents, design rights, copyrights, trademarks, trade-secrets and proprietary know-how, shall be owned by and vested
in Strossle, or its licensors as applicable, and nothing in this Agreement shall be interpreted as a transfer of such rights from Strossle to the Customer.

10.2 Unless explicitly granted, the Customer is not granted any right to use such intellectual property rights specified in Clause 10.1 above.

10.3 The Customer grants Strossle all such rights which are necessary for Strossle to perform the Service, including, but not limited to, use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and sublicense the Content and to take such other actions in relation to the Content that Strossle is entitled to under the Agreement.


11. NO WARRANTY

11.1 The success of a Campaign depends partly on factors outside Strossle’s control, for example the quality of the Content in relation to other content published in the Network at the same time. Therefore, and unless otherwise explicitly agreed in the Order Confirmation, Strossle offers no guarantee or warranty as to the performance of the Service in general and in particular not as to the number of Clicks delivered during a Campaign, the placement of Content in the Network and the positioning on each
website respectively, or the timing of Clicks during the course of a Campaign.

11.2 If the number of Clicks delivered at the end of a Campaign is lower than the number of Clicks set forth in the Order Confirmation, Strossle, in its sole discretion, shall have the right to decide one of the following actions:

Prolongation of the Campaign to a date decided by Strossle and, if appropriate, in combination therewith request that the Customer replaces or makes additions to the Content in accordance with Strossle’s reasonable instructions; or Conclusion of the Campaign and payment of the Service Fee as stipulated in Clause 9.2 .

11.3 Notwithstanding Clause 11.2 , if Strossle has explicitly guaranteed on the Order Confirmation the number the Clicks to be delivered during a Campaign and the final number of Clicks delivered at the end
of a Campaign is lower than the number of Clicks so guaranteed, the Customer, in its sole discretion, and as the sole and exclusive remedy, shall have the right to decide one of the following actions:

Prolongation of the Campaign to a date mutually decided by the Parties including possible replacement or additions to the Content (if appropriate); or Conclusion of the Campaign and repayment of the Service Fee in relation to the number of non-delivered Clicks as set forth on the Order Confirmation.


12. CUSTOMER’S WARRANTIES

12.1 The Customer warrants that the Content, and the editorial material that the Content links to, does not violate any applicable laws, rules or regulations and will not contain any material which may be harmful, abusive, obscene, threatening or defamatory, and that the marketing carried out by use of the
Service, in relation to the Content published in the Network or the editorial material which the Content links to, is in compliance with applicable marketing laws. In addition, the Customer warrants that the use of the Content or the editorial material within the Service will not infringe any intellectual property
rights of any third party and that the Customer has all necessary rights and permits to grant Strossle the rights set forth in Clause 10.3.

12.2 The Customer acknowledges and understands that Strossle cannot always control if, how, and to what extent the Customer processes information which may identify a natural person in connection with its use of the Service (“Personal Data”, as defined in the General Data Protection Regulation 2016/679/EU (the “GDPR”)), or its customers’ use of the Service if the Customer is an Intermediary, and that Strossle does not make any periodical reviews of the Customer’s use of the Service with regards to Personal Data.  The Customer warrants that any Personal Data processed by the Customer in connection with the Content, e.g. for the purposes of measuring engagements or controlling the quality of traffic, is processed by the Customer as a controller and in accordance with applicable data protection legislation (with particular reference to the GDPR). The Customer undertakes to notify Strossle of any contemplated processing activity by Customer which may lead to Strossle becoming a joint controller (as defined in the GDPR) together with Customer, with reasonable notice before such processing activity is commenced by Customer (where thirty (30) calendar days shall always be construed as reasonable).


13. TERM AND TERMINATION

13.1 This Agreement remains in force during the time specified 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 immediately by serving written notice on the other Party if the other Party: at any time, is insolvent or if there are reasonable grounds to assume that the Party is insolvent; or breaches any provision of this Agreement which is incapable of being remedied; or breaches any provision of this Agreement which is capable of being remedied but that 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 will not affect any accrued rights or liabilities of either Party.


14. LIABILITY AND INDEMNITY

14.1 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, business savings or goodwill, loss of data, the Customer’s obligation to compensate a third-party or any indirect or consequential damage.

14.2 Except for in the event of gross negligence or wilful misconduct, Strossle’s aggregate and total liability under the Agreement in respect of any one or more events or series of events (whether connected or unconnected) shall 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 included in the Network, from any claims by a third party in relation to the Content or any editorial material the
Content links to, including, but not limited to, claims of infringement of any such third party’s intellectual property rights (including any moral rights), claims based on the non-conformity of the Content or editorial material the Content links to with applicable laws, or the Customer’s Processing of Personal Data in connection with the Content and/or the Customer’s use of the Service.


15. FORCE MAJEURE

15.1 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, acts of terrorism, riot, strike, lockout or any other industrial action, fire, earthquake or flood. If any such event occurs the Party affected shall, as soon as possible, notify the counter party of the occurrence of the event.
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. CONFIDENTIALITY

16.1 Strossle agrees not to disclose to a third party (not to include companies within the same group of companies as Strossle) the Content or any other confidential information (labelled as such) of the Customer other than for the purposes of providing the Service or otherwise fulfilling its commitments
under this Agreement.

16.2 Customer agrees not to disclose confidential information disclosed by Strossle, including but not limited to correspondence between the Parties in relation to the Service or the Agreement and any other agreements or commitments between the parties not covered by these Terms.

16.3 The Parties’ confidentiality obligations under this Clause 16 shall 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 for termination.


17. PUBLICITY

17.1 Notwithstanding Clause 16.1 , Strossle shall be allowed to publicly disclose the Customer’s name and include the Customer on Strossle’s client list and other marketing material.


18. MISCELLANEOUS

18.1 All notices to Strossle under this Agreement shall be sent to:

Strossle International AB, Kungsgatan 58, 111 22 Stockholm, Sweden or any other address that Strossle may inform the Customer of from time to time. If the Service is provided by a Strossle Affiliate, notices shall be sent to the address specified in the Order Confirmation. All notices to the Customer under this Agreement will be sent to its address or e-mail address set forth on the Order Confirmation, or any other 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 transfer its rights and obligations under this Agreement, in whole or in part without the Customer’s approval, to a company within the same group of companies as Strossle and to a third party in the event of a complete or partial transfer of Strossle’s business. The Customer may not assign or otherwise transfer the Service, this Agreement or any of its rights under this Agreement, sub-contract its obligations, or resell any of the Service without the prior written permission of Strossle.


19. GOVERNING LAWS AND DISPUTES

19.1 This Agreement shall be governed by the substantive laws of Sweden, with exception for its conflict of laws rules.

19.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally 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 account the
complexity 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 whether the Arbitral Tribunal shall be composed of one or three arbitrators. The place of arbitration shall be Stockholm, Sweden. The language to be used
in the arbitration proceedings shall be English, unless otherwise agreed between the disputing parties.

19.3 The parties agree not to disclose any information obtained in connection with the arbitration proceedings (including all communications, decisions and rulings in the arbitration proceedings) to any third party unless the other Party has given its written consent to disclose such information or if
required to do so by law or other binding regulations.

19.4 Nothing in this Clause will prevent Strossle for seeking enforcement for any payment due under this Agreement.

__________________________

ADDENDUM FOR USE OF STROSSLE RETARGETING SERVICE
In the event that Advertiser has selected Strossle’s Retargeting Service, the following additional terms shall apply:

“Advertiser Data” means data that Strossle collects through Strossle Tags on the Properties, including any information that can be attributed to a user via cookies or other technologies that record events related to users’ activity on the Properties. 

“Properties” means websites, mobile websites, applications and other media of Advertiser from which Advertiser Data may be collected. 

“Strossle Tags” means software code, tags and cookies supplied by Strossle for Advertiser to include in the Properties, in order to facilitate the transmission of Advertiser Data to Strossle. 

“Strossle’s Retargeting Service” means Strossle’s functionality that allows Strossle to target Ads to users who have visited Advertiser’s Properties. 

Strossle is the sole and exclusive owner of all right, title and interest in and to the Strossle Retargeting Service and Strossle Tags.

Advertiser is the sole and exclusive owner of all right, title and interest in and to the Properties and Advertiser Data.

Strossle shall use the Advertiser Data solely for the fulfillment of the Strossle Retargeting Service on behalf of the Advertiser and will not, nor attempt to, sell, resell, rent, lease, sublicense, distribute, transfer or otherwise provide them or any portions or copies thereof to any third party, whether on a service basis or otherwise.

Advertiser is in relation to all applicable Data Protection Laws solely responsible for the collection of user consent or the use of other legal ground for the collection of Advertiser Data on the Properties.

 

Terms for Publishers

These Terms of Service (the “Terms”) together with the Service Settings and the Data Processing Agreement govern the Publisher’s use of the Service. The Service is provided by Strossle International AB, company registration number 556930-0543, with registered address Kungsgatan 58, 111 22 Stockholm, Sweden ("Strossle") and any Strossle Group Company.


DEFINITIONS

“Adjusted Gross Revenue” The total Promotional Revenue less any applicable taxes and / or discrepancy fees thereon that Strossle collects from or is payable by third parties to Strossle for the distribution of content recommendations.
“Advertiser” A third party contracted by Strossle or Publisher, providing Sponsored Content to be included in the Recommendation Widgets.
“Agreement” These Terms together with the Service Settings and the DPA.
“Content” Online content, such as articles, videos and advertisements provided by Publisher and/or a third party contracted by Publisher or Strossle, to be included in the Recommendation Widgets.
“Content Recommendations” Automatically published recommendations of relevant Content generated by the Recommendation Widgets, normally presented as an image, headline, preamble and/or text link on the Websites.
“Final Revenue Report” Report containing summarized information about visitor traffic in relation to Content (number of clicks) as well as any Revenues attributable to such traffic during the applicable period.
“Parties” Strossle and Publisher.
“Party“ Strossle or Publisher.
“Platform“ An online platform available on the website my.strossle.com containing updated reports on visitor traffic in relation to the Content (number of clicks) on the Websites, as well as any Revenues attributable to such traffic. The Platform also includes the Service Settings to complete the Agreement between the Parties.
“Publisher’s Affiliated Companies” Any person or entity controlling or controlled by or under common control with Publisher, or owned, directly or indirectly, by the same owner as Publisher.
“Promoted Content” Sponsored Content that generates Promotional Revenue.
“Promotional Revenue” All amounts payable by content providers, advertisers or advertising agencies, and other intermediaries, to Strossle for the delivery of Promoted Content.
“Publisher’s Affiliated Companies’ Content” Editorial Content, such as articles and videos, provided by Publisher’s Affiliated Companies, to be included in the Recommendation Widgets.
“Publisher’s Content“ Content, such as editorial articles and videos, provided by Publisher, to be included in the Recommendation Widgets.
“Publisher’s Revenues“ Publisher’s share of the Revenues as set forth in Service Settings.
“Recommendation Widgets” Applications developed by Strossle that runs on the Websites with the purpose of analyzing visitor behavior and Content performance such as traffic measurements and text analysis as well as to optimize the selection and display of Content as Content Recommendations to ensure that the most relevant Content Recommendations are displayed on the Websites. Publisher can have one or several Recommendation Widgets installed on the Websites. The Recommendation Widgets can display one or several Content Recommendations.
“Revenues” Revenues generated by Strossle through its contracts with Advertisers by way of an amount (agreed upon between Strossle and Advertisers) for exposure and/or clicks.
“Revenue Share” The agreed split of Adjusted Gross Revenue between Strossle and Publisher as set forth in Service Settings.
“Reverse Billing” Agreement between the Parties to allow for Strossle to generate the invoice on behalf of the Publisher and automatically send the Publisher’s Revenue to the agreed bank account.
“Services” The Services further described below, of which one or several Services are included in the Recommendation Widgets as agreed from time to time by the Parties.
“Service Settings” The agreed variables and any specific information relating to the Publisher as defined in the Strossle Platform. The Service Settings together with these Terms constitute the Agreement between the Parties.
“Strossle Group Company” means an entity in which Strossle International AB, directly or indirectly, controls at least 50 % (fifty per cent) of the votes.
“Sponsored Content” Commercial online Content, provided by Advertiser, to be included in the Recommendation Widgets and where the Advertiser pays an agreed amount for exposure or clicks in relation to such Content.
“Strossle’s Customers” A third party contracted by Strossle providing Content to be included in the Recommendation Widgets.
“Term” The term during which the Agreement is in effect between the Parties.
“Website(s)” One or several websites or other applications owned or controlled by Publisher on which the Recommendation Widgets may be installed and used, as agreed from time to time by the Parties.
“Written Amendments” Any terms that deviate from these Terms that the Parties have agreed in writing, that shall supersede these Terms.

GENERAL

Strossle is a content discovery platform that helps publishers monetize traffic on and to its websites by recommending users content with a commercial value along editorial recommendations.

Strossle’s revenues mainly originate from companies providing advertisements that are displayed on the publishers’ websites, and the publishers are offered a share of these revenues based on performance.


SERVICES

SERVICE 1: ON SITE CONTENT RECOMMENDATIONS
Service 1 enables Publisher to use the Recommendation Widgets to make Content Recommendations displaying Publisher’s Content, published on the relevant Website. The purpose of Service 1 is to increase visitor engagement on such Website.


SERVICE 2: SPONSORED CONTENT FROM STROSSLE’S CUSTOMERS
Service 2 enables Publisher to gain Revenues generated by using the Recommendation Widgets to display Content Recommendations regarding Sponsored Content. Sponsored Content is provided by Advertisers contracted by Strossle. The share of editorial content versus commercial content is defined in Service Settings.


SERVICE 3: TRAFFIC EXCHANGE
Service 3 enables Publisher and other publishers, contracted by Strossle, to exchange quality traffic with each other in order to increase usage of the Websites. Within the framework of Service 3, the Recommendation Widgets are used to display Content Recommendations regarding editorial Content, such as articles and videos, from other publishers contracted by Strossle. Visitors clicking on Content Recommendations attributable to Service 3, on Publisher’s Websites, will be directed to external content either directly or through Strossle’s website, www.strossle.it.


SERVICE 4: HOUSE ADS
Service 4 enables Publisher to gain additional revenues, by using the Recommendation Widgets to display Content Recommendations regarding Sponsored Content, where the Advertisers are contracted by Publisher. Service 4 is ordered together with Service 2 and the Parties will each dispose a share of the Content Recommendations’ exposure areas on the relevant Websites, as agreed between the parties.


PLACEMENT AND APPEARANCE OF THE CONTENT RECOMMENDATIONS
Publisher shall provide necessary space for the Content Recommendations on the Websites as agreed between the Parties. Strossle is entitled to show its trademark in immediate connection to the Content Recommendations.

Strossle shall identify or label the Content Recommendations in accordance with applicable laws and regulations.


TERM
Either party may terminate this Agreement with three months written notice.


REPORTING OF TRAFFIC MEASUREMENTS AND CALCULATION OF REVENUES
Strossle is responsible for performing visitor traffic measurement in relation to the Content, as well as providing traffic and earnings reports, including the Final Revenue Report.
Strossle will provide Publisher with a Final Revenue Report once every month during the term via the Platform or to the designated e-mail as per Service Settings.
The Final Revenue Report contains the Publisher's total billable amount calculated as the Publisher’s Revenue Share times the Adjusted Gross Revenue.
If there is a discrepancy between Publisher's and Strossle’s registered number of clicks and the discrepancy is less than 20%, Strossle's numbers shall be conclusive. If the discrepancy is 20% or more, the Parties agree to work in good faith to identify the correct amount to be paid by Strossle to the Publisher.


STROSSLE’S ACCESS TO DATA ETC.
Strossle will perform visitor traffic measurements and text analysis in relation to the Content, and will therefore gain access to data regarding the Websites and visitors. Strossle warrants that such data will not be used for any other purpose than performing Strossle’s rights and obligations under this Agreement and general improvements of the Recommendation Widgets and the Services. Within the framework of this Agreement, the Parties have agreed on a separate Data Processing Agreement regarding the processing of personal data.


INVOICING AND PAYMENT
The Final Revenue Report shall form the basis for invoicing by the Publisher or for the payment by Strossle if Reverse Billing is selected as preferred method. If Publisher invoices Strossle the invoice shall be balanced against the Final Revenue Report. Any discrepancies between invoiced amounts during the applicable contract term and Publisher’s Revenues as set forth in the Final Revenue Report, shall be settled by Strossle in the next billing cycle. Payment shall be made by Strossle within 60 days after the Final Revenue Report was issued.


CONTENT MANAGEMENT
Publisher may exclude (opt-out) any Content and any third party provider of Content from the Recommendation Widgets, to the extent that there is still a reasonable amount of Content, generating Revenues, in the Recommendation Widgets. Strossle may, in its sole discretion and at any time, choose to exclude Content, including Publisher’ Content, and exclude any third party provider of Content from the Recommendation Widgets.


FUNCTIONALITY
Strossle will, at its own expense, provide all necessary technology in order to make the Recommendation Widgets work satisfactory. Strossle may make updates, modifications or improvements to the Recommendation Widgets and the Services from time to time. Publisher shall implement any such updates, modifications or improvements in accordance with Strossle’s reasonable instructions. Strossle’s ambition is to make the Recommendation Widgets and the Platform work satisfactorily at all times. However, the Recommendation Widgets and the Platform are provided as they are and with the quality they have.


SUBCONTRACTORS
Strossle may, without Publisher's consent, engage subcontractors to execute Strossle’s rights and obligations under the Agreement. Strossle is always equally responsible, towards Publisher, for work performed by a subcontractor as it is for its own work.


CONFIDENTIALITY
During the Term of this Agreement and thereafter, the receiving Party undertakes not to disclose or reveal any information (regardless of whether it is in oral, written, electronic or other form), without the disclosing Party’s prior written consent, regarding the disclosing Party’s business which may be considered a trade or professional secret, or otherwise use such information for any purpose other than for the receiving Party's performance of its obligations under this Agreement. Information that the disclosing Party has declared to be confidential shall at all times be considered a trade or professional secret. Parties agree that information about Strossle’s Customers, the Revenues and the Revenue Share set forth in this Agreement shall at all times be considered to be confidential information.
This confidentiality undertaking shall not apply to information the receiving Party can prove it learned of in a manner other than through this Agreement or which is public knowledge. Nor does this confidentiality undertaking apply when the receiving Party is required to disclose information in accordance with any law, enactment, stock market regulation or decision by governmental authorities.
This Section survives termination of the Agreement.


INTELLECTUAL PROPERTY RIGHTS ETC.
All right, title and interest in and to the Recommendation Widgets and any Content provided by Strossle’s Customers, are, and shall at all times remain the sole and exclusive property of Strossle or Strossle’s Customers.

Publisher is granted a non-exclusive right, during the Term of this Agreement, to use the Recommendation Widgets and to publish Content on the Websites in accordance with Strossle’s from time to time given instructions. Publisher shall only make use of the Recommendation Widgets and Content provided by Strossle’s Customers for the sole purpose authorized in this Agreement, and Publisher shall not at any time by virtue of this Agreement, obtain or claim any right, title or interest in or to the Recommendation Widgets or such Content provided by Strossle’s Customers, except for the right of use as specifically set out in this Agreement.

Publisher warrants that Publisher’s Content and Content provided by any third party contracted by Publisher does not infringe any intellectual property rights of any third party and that it is otherwise in accordance with applicable laws and regulations, and that it does not contain any material which may be unlawful, obscene, pornographic or condescending or that abuses, harasses, threatens, impersonates or intimidates others, is hateful, racially, ethnically or otherwise objectionable. In the event that any third party claim arises towards Strossle and/or Strossle’s Customers, regarding Publisher’s Content or Content provided by any third party contracted by Publisher, or Strossle and/or Strossle’s Customers are caused damage relating to such Content, Publisher shall indemnify and hold harmless Strossle and/or Strossle’s Customers in accordance with Section 10 in the General Terms.

Publisher has a right and an obligation to, during the Term of this Agreement, use Strossle’s trademark for labelling purposes in accordance with Section 1 in the General Terms and in accordance with Strossle’s at any given time reasonable instructions
Publisher is not entitled to sub-license its rights under this Agreement.

All right, title and interest in and to Publisher’s Content and Content provided by any third party contracted by Publisher are, and shall at all times remain the sole and exclusive property of Publisher or such third party.

Strossle is entitled to and is hereby granted a non- exclusive right, during the Term of this Agreement, to make use of Publisher’s Content and Content provided by any third party contracted by Publisher, to make copies of it and to publish and otherwise make it available to the public only in accordance with and for the execution of this Agreement.

Strossle is also entitled to and hereby granted a right, during the Term of this Agreement, to use Publisher’s trademark for PR, marketing and publicity purposes in accordance with Publisher’s at any time given reasonable instructions.

Strossle undertakes to ensure that Strossle’s Customers warrant that Strossle’s Customer’s Content does not infringe any intellectual property rights of any third party and that it is otherwise in accordance with applicable laws and regulations and that it does not contain any material which may be unlawful, obscene, pornographic or condescending or that abuses, harasses, threatens, impersonates or intimidates others, is hateful, racially, ethnically or otherwise objectionable.

Strossle shall not without Publisher’s prior written consent sell, sublicense or distribute Publisher’s Content or such Content provided for by any third party contracted by the Publisher, to any third party or otherwise use such Content for any other purpose than for the execution of this Agreement and for the purposes explicitly stated in this Agreement or otherwise agreed between the Parties.


INDEMNIFICATION
Publisher shall indemnify and hold harmless Strossle and/or Strossle’s Customers from and against any and all damages, losses, costs, third party claims, liabilities, penalties and expenses of any kind (including reasonable legal fees and disbursements) which may be imposed upon or suffered by Strossle and/or Strossle’s Customers as a result of breach of the warranties.


LIMITATIONS OF LIABILITY
Neither Party shall be liable for any indirect and/or consequential losses. Strossle’s liability for any claim of any kind under this Agreement shall for each claim be limited to an amount equal to Strossle’s average monthly share of the Revenues generated by the Services provided to Publisher during the past twelve (12) months preceding the date Publisher’s claim was notified to Strossle.


PREMATURE TERMINATION
Without limitation to any other rights of termination contained in this Agreement, either Party may terminate this Agreement with immediate effect upon written notice to the other Party if
(i) the other Party fails to fulfil its obligations under this Agreement, provided such failure is of fundamental importance for the other Party and the failure has not been cured within thirty (30) days of receiving written notification from the Party invoking this Section. The notification shall be made without unreasonable delay, once the Party becomes aware of the relevant circumstances;
(ii) the other Party stops making payments to creditors generally, enter into liquidation, make a composition with its creditors, enter into assignment for the benefit of creditors, have a receiver appointed for its assets, be declared bankrupt, otherwise become insolvent or if an order is made or a resolution is passed for the winding-up of the Party (except where such winding- up is for the purpose of amalgamation, reconstruction, merger or reorganization of a Party and in such a manner that the surviving entity - if a different legal entity - shall be bound by or assumes the obligations of this Agreement, and any outstanding orders, and such surviving entity is one to which the Party not in default cannot reasonably object);
(iii) if the other Party repeatedly has failed to fulfil its obligations under this Agreement even if such Party has managed to cure the failures according to Section 12.1 (i) above. If a justified notice according to the Section 12.1 (i) above has been sent for the third time, the Party shall be deemed to repeatedly have failed to fulfil its obligations under this Agreement.
Strossle may terminate the Agreement with one (1) month’s written notice to Publisher in the event that the Agreement, during a continuous period of six (6) months, proves to have a negative profitability for Strossle.


AMENDMENTS
No amendment to this Agreement shall be effective unless made in writing and duly executed by both Parties.

ASSIGNMENT
Neither Party may assign its rights and/or obligations under this Agreement without the prior written consent of the other Party. However, Strossle may assign its rights and/or obligations to a legal entity which is or becomes directly or indirectly controlled by, or in control of, Strossle, provided that the assigning Party remains jointly and severally liable with Strossle and, following the assignment, remains liable for any and all of its obligations under this Agreement.

INCONSISTENCY AND INVALIDITY
In the event of inconsistencies between the Terms, Service Settings, DPA or agreed amendments between the parties, the following priority order shall apply:

Written Amendments
DPA
Service Settings
Terms

Should any section in this Agreement or part thereof be void or invalid, the other provisions of the Agreement shall remain in force and the section may be amended to the extent such invalidity materially affects the rights or obligations of either Party under this Agreement.


GOVERNING LAW AND DISPUTES
This Agreement is governed by Swedish law, without regard to its conflict of law provisions.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Institute. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish if both Parties have Swedish-speaking representatives otherwise in English.
The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

The Parties undertake, indefinitely, not to disclose the existence or contents of any judgment or decision related to or in connection with this Agreement or any information regarding negotiations, arbitral proceedings or mediation in connection therewith. This confidentiality undertaking shall not apply in relation to information which a Party is required to disclose by law, pursuant to an order of a governmental authority, pursuant to applicable stock exchange rules, or which may be required for the enforcement of a judgment or an award.



DATA PROCESSING

This DATA PROCESSING AGREEMENT (the “DPA”) is entered into by and between the Parties as part of the total Agreement regarding the use of the Service by the Publisher.

Definitions of terms applicable to the DPA

“Data Processor” shall mean Strossle

“Data Controller” shall mean Publisher

“Applicable Laws” shall mean all acts, laws, regulations, including but not limited to Data Protection Laws, applicable to each Party.

“Data Protection Laws” shall mean all laws and regulations, including laws and regulations of the European Union such as the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 commonly named General Data Protection Regulation (“GDPR”), applicable to the Processing of Personal Data under the DPA.
Other expressions beginning with capital letters shall have the meaning set out in Data Protection Laws, and be interpreted accordingly, unless defined in this DPA.


THE PROCESSING AND DATA PROCESSOR’S OBLIGATIONS
Data Processor may under this DPA only process Personal Data on behalf of the Publisher according to the instructions of the Publisher. Data Processor shall process the Personal Data relating to the categories of data subjects and shall consist of the processing operations as set out in Schedule 1 and Schedule 2 (Schedule 2 only if programmatic demand is enabled).

Data Processor may process Personal Data only for purposes necessary for the due performance of the Service Agreement and only in accordance with the Data Protection Laws applicable to Data Processor and in accordance with the written instructions from the Publisher as further detailed in Schedule 3 and as otherwise instructed by the Publisher in writing from time to time.

If Data Processor does not have sufficient instructions to enable Data Processor to deliver the Services or otherwise fulfil its obligations, Data Processor shall without delay inform the Publisher hereof and specify the need for further instructions and await further written instructions from the Publisher prior to continuing the relevant processing of the Personal Data.

Publisher hereby gives authorisation for the Data Processor to allow its advertising customers to use impression trackers. Data Processor confirms that they have informed their advertisers of Strossle’s Terms for Advertising, in which the advertiser acknowledges their responsibility for any data processing related to impression tracking.

Data Processor shall implement and maintain appropriate and adequate technical and organisational measures to live up to GDPR requirements.

Data Processor undertakes to oblige all persons who access the processed Personal Data in the course of the processing operations carried out by Data Processor to comply with confidentiality obligations and access restrictions with regards to the processing of Personal Data. Data Processor shall ensure that only such employees have access to Personal Data who have received training and/or instruction in the care and handling of Personal Data.
Taking into account the nature of the processing, Data Processor shall, at Publisher’s cost upon Publisher’s request in accordance with Publisher’s written instructions, assist the Publisher by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Publisher’s obligation to respond to requests for exercising data subject's rights under applicable Data Protection Laws.

Data Processor, taking into account the nature of processing and the information available to the processor, undertakes to assist the Publisher, at Publisher’s cost upon Publisher’s reasonable request substantiating the necessity, in ensuring compliance with applicable Data Protection Laws with regards to the security of processing, notification to the data protection authority and communication to the data subjects of data breaches, data protection impact assessments and prior consultations with the data protection authority.


NOTIFICATION
Data Processor shall immediately inform the Publisher if, in its opinion, an instruction infringes or is contrary to applicable Data Protection Laws.

The Data Processor shall notify the Publisher without undue delay after becoming aware of a Personal Data Breach.

In the event Data Processor is required to disclose information, including but not limited to the processed Personal Data or information relating to the processing, according to Applicable Laws or the decisions of public authorities or courts, Data Processor shall be obligated to inform the Publisher thereof immediately, insofar permitted by Applicable Laws, and request confidentiality in conjunction with the disclosure of requested information.


INFORMATION AND AUDIT
Data Processor is obliged to, upon Publisher’s reasonable request and at Publisher’s cost, make available to the Publisher all information necessary and strictly limited to the purpose of demonstrating compliance with the obligations of the data processor under applicable Data Protection Laws.

Publisher may, pursuant to the relevant provision of the Service Agreement but in any case notwithstanding what is set out in the Service Agreement once per calendar year at the cost of the Publisher, carry out or mandate a third party auditor, which is not direct competitor to Data Processor and acting under confidentiality undertaking, to carry out an audit strictly limited to verifying Data Processor’s compliance with the obligations of data processors under applicable Data Protection Laws. The audit shall be carried out during Data Processor’s normal working hours without disturbance to the normal operations of Data Processor.

SUBPROCESSORS
Publisher hereby gives general written authorisation for the Data Processor to engage subprocessors for carrying out specific processing activities on behalf of the Publisher. When engaging subprocessors, Data Processor undertakes to ensure that the contract entered into between Data Processor and any subprocessor shall impose, as a minimum, the same data protection obligations as set out in this DPA.

Data Processor shall notify the Publisher of any intended changes concerning the addition or replacement of subprocessors, to which the Publisher may object. If the Publisher has made no such objection within ten (10) days from the date of receipt of the notification, the Publisher is assumed to have made no objection.

LIABILITY FOR DAMAGES RELATING TO CLAIMS FROM A DATA SUBJECT
The Parties are responsible for their respective processing of Personal Data in accordance with this DPA and applicable Data Privacy Laws, and shall be responsible for the financial consequences of non-compliance with their respective obligations in accordance with the General Data Protection Regulation (in particular Article 82) or other applicable legislation. In addition, each Party is responsible under general contractual principles for damage caused to the other Party.

MEASURES UPON COMPLETION OF PROCESSING
When the provisions of this DPA cease to be effective, the Data Processor shall, upon and in accordance with Data Controller's request, delete all Personal Data or delete and return all Personal Data to the Publisher, unless Applicable Laws require the Data Processor to store Personal Data.

ENTIRE AGREEMENT
This DPA shall supersede any prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.

Alterations of and amendments to this DPA shall be made in writing and be signed by duly authorised representatives of both Parties to be binding.

GOVERNING LAW AND DISPUTES
This DPA shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules.
SCHEDULE 1 - PROCESSING OF PERSONAL DATA

Type of personal data
The following types of Personal Data are processed by the Data Processor on behalf of the Publisher under the Agreement:

IP address
Browser type
Screen size
User ID
Site ID

Data subjects
The processed Personal Data concerns the following categories of data subjects:

Visitor to Publisher’s websites.

Processing operations
The following processing operations shall be carried out for the below specified purposes by the Data Processor under this Agreement:

IP-addresses for aggregated reporting, geotargeting and fraud detection.
User Agent and screen size to allow device/OS/browser targeting.
User ID to allow frequency capping of ads and measure post click events on a general level.

Data Processor may not process the Personal Data for any other purposes under this Agreement and its schedules.

Duration of Processing
Duration of the Agreement.
IP-addresses are stored for 14 days and then deleted.

Use of sub-processors
Amazon Web Services (AWS) for data processing. AWS servers are located within the EEA.
Smart Adserver for managing distribution of advertisements. Servers located within the EEA.

Indirect Third Party Data Processing
Data Processor is allowing its advertising customers to use impression pixels from third-party suppliers.




SCHEDULE 2 - ADDITIONAL PROCESSING OF PERSONAL DATA WHEN PROGRAMMATIC DEMAND IS ENABLED

If specifically agreed between the parties, the following data processing may occur in addition to the processing described in Schedule 1.

Certain data (IP-address, browser and device information and geolocation) may be shared with third parties, such as DSPs.