Last updated April 2020Terms for Advertising

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.

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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.