Terms of service

Last revised: October 14, 2016

1. GENERAL

These general Terms of Service (the “Terms”) are entered into by Albacross Nordic AB, reg. no. 556942-7338, address Kungsgatan 26, 111 35, Stockholm, Sweden (“We”, or “Albacross”) and the entity executing the Agreement (“You”, or “Customer”). These Terms form part of Your Agreement with Albacross, governing Your use of Albacross’ Services, unless otherwise explicitly agreed in writing.

These Terms were last revised: 2016-10-14.

2. DEFINITIONS

For the purpose of the Agreement, the following definitions apply:

“Agreement”, means the agreement on supply of digital advertising services including these Terms, by and between Albacross and the Customer.

“Albacross Leads”, is a service in which we identify company-related Visitors to the Customer’s Property. You will be provided with Reports via e-mail and via an online interface in Your user account.

“Albacross Target”, is a service that enables the Customer to display advertising in relevant formats (“Ads”) on sites from time to time included in Albacross’ network (“Sites”) for achieving optimized procurement of media coverage/space relevant to the Customer. Using this service, we enable real time advertising auctions for You. You will be provided with Reports as agreed.

“ATC”, meaning Albacross Tracking Code, which is installed on a Property for the purpose of collecting the Customer Data, together with any fixes, updates and upgrades provided to You.

“Confidential Information”, meaning all information, irrespective of whether the information is documented or not, which the disclosing Party is treating as confidential as well as any other information which should reasonably be regarded as being of a confidential nature. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

“Cookies”, meaning a small piece of data sent from a webpage and stored in a user’s web browser, mobile phone, or other device while the user is browsing that webpage. In addition, pixel tags, web bugs, web storage and other similar files and technologies may carry the same functions as cookies and are included in this definition.

“Customer”, meaning the entity executing the Agreement.

“Customer Data”, meaning the data you collect, process or store using the Service concerning the characteristics and activities of Visitors.

“Parties”, meaning Albacross and the Customer according to the Agreement.

“Property”, meaning any web page, app, or other property under Your control that sends data to Albacross’ Services and Software. Each Property includes a default Profile that measures all pages within the Property.

“Privacy Policy”, meaning the privacy policy on a Property.

“Report”, meaning the resulting analysis either provided to You via e-mail or shown to You in Your user account.

“Services”, meaning the applicable services supplied by Albacross or either Albacross Leads and/or Albacross Target, and services related thereto under the Agreement.

“Software”, meaning the ATC and any related Albacross software.

“Term”, meaning the initial contract period as agreed between You and Albacross in Your agreement on supply of digital advertising services.

“Visitors”, meaning visitors to Your Properties.

3. THE SERVICE

The Service enables the Customer to display advertising in relevant formats on sites from time to time included in Albacross’ network (Albacross Target) and provides leads to the Customer by identifying relevant sales targets, monitoring effects, output and conversion rates of campaigns.

Placement and display of Ads are decided by Albacross based on specific words relevant to the content of the Ad as provided by the Customer.

The means (algorithms) for selection/priority of Ads to be displayed on the Sites and the order in which the Ads are displayed are decided by Real-Time Bidding based on price (section 4 below), relevance of Ad content and/or keywords in relation to Site content, etc.

We may offer the same Service to other advertisers, Ads from other advertisers may be selected, prioritized or ranked in lieu of or to the detriment of the Customer’s Ads, and the Customer’s Ads may be displayed together with Ads from other advertisers.

4. FEES AND PAYMENT TERMS

The Customer shall pay for the Service according to the payment terms below, unless otherwise agreed in Your Agreement. 

The Customer agrees on a fixed Cost per thousand impressions (“CPM”), exclusive of VAT. Other price models can be used if stated in Your Agreement.

The “Campaign Period” is the period during which the Customer has requested an Ad to be displayed. The amount of money the Customer intends to spend on the Service during the Campaign Period (“Campaign Order”) is specified in Your Agreement.

The fees for the Services shall be invoiced in advance. You will be charged for the impressions delivered and any unused credit will be carried over and available for Your use for future Campaign Orders. 

Payment shall be due 15 days from the date of the invoice, or as otherwise agreed by the Parties. Invoices are sent before the campaign period unless otherwise is agreed in your agreement.

Late payment shall be subject to the addition of interest in accordance with the applicable provisions of the Swedish Interest Act (Sw. Räntelagen).

Interest on overdue payments shall be payable according to law. Albacross shall be entitled to charge a fee for any payment reminders and reserves the right to send the same via e-mail to an invoice reference provided by the Customer. The Customer shall be responsible for the reasonable costs incurred by Albacross when collecting overdue fees.

5. AD CONTENT AND KEYWORDS

The Customer undertakes to provide correct Ad content and keywords to Albacross. Albacross disclaims all and any liability for misspellings, links, etc. in the Ads and/or keywords regardless of whether performed by the Customer or Albacross.

Ad content consists of text, images, video, logos (if applicable) and the URL to be linked. All material must follow the latest specifications and requirements (located at albacross.com/materialspecs).

Ad content and keywords shall be objectively linked to the business of the relevant advertiser or the relevant goods or services. The advertiser’s business name and trade mark shall be included.

The Customer shall not use Ad content or keywords implying that the Customer/advertiser is a certain third party or is co-operating with, affiliated with or otherwise related with a third party, unless the Customer is able to prove in writing the correctness of such relationship. Ads shall not contain third party trade names, trademarks or domain names, unless the Customer has been duly authorized to make such use. The Customer warrants that its Ad content and keywords do not infringe any third party rights, including but not limited to trade mark rights.

We will implement adequate manual and/or automated measures for the purpose of supervising Ad content and keywords. We may also by manual and/or automated measures notify the Customer requiring Ad content and/or keywords to be modified.

Albacross reserves the right to, at its sole discretion, wholly or partly exclude or modify Ad content and/or keywords, which in our opinion are contrary to law, common moral, Albacross’ legitimate interests, this Agreement and/or other requirements notified to the Customer.

6. TECHNICAL REQUIREMENTS

In order for Albacross Target to function and perform according to this agreement the Customer must (a) install the ATC as instructed on all Property that should be measured and ensure that it works as intended; (b) allow and ensure that Albacross can place tracking pixels for impressions and clicks on banners, no matter how and by whom the banners are hosted; and (c) allow and ensure that Albacross can append tags to the final landing page URL (excluding redirect URLs).

7. USER ACCOUNT, PASSWORD AND SECURITY

To access and use Albacross Leads, You will ensure that any employees must complete the registration process by providing Albacross with current, complete and accurate information as prompted by the registration form, including Your employees’ e-mail address (username) and password. You will ensure you’re your employees’ protect their passwords and take full responsibility for Your employee’s, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account.

You will notify Albacross immediately upon learning of any unauthorized use of Your Account or any other breach of security. Albacross (or its wholly-owned subsidiaries’) support staff may, from time to time, log in to the Service under Your Customer profile in order to maintain or improve service, including to provide You assistance with technical or billing issues.

8. NON-EXCLUSIVE LICENSE

– Albacross Leads

Subject to the terms and conditions of this Agreement, (a) Albacross grants You a limited, revocable, non-exclusive, non-sublicensable license to install, copy and use the ATC solely as necessary for You to use the Service on Your Properties or Third Party’s Properties; and (b) You may remotely access, view and download Your Reports stored in Your user account. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, related documentation or the Service; (iv) remove any proprietary notices or labels on the Software or placed by the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; or (vi) use data labelled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports. You will comply with all applicable laws and regulations in Your use of and access to the documentation, Software, Service and Reports.

9. DISCLAIMER OF WARRANTIES

You understand and agree that the Service is provided “as is” and “as available”, without express or implied warranty or condition of any kind. Albacross makes no representations and disclaims any and all warranties including, but not limited to, satisfactory quality, fitness for a particular purpose, merchantability, service levels, up-time, results from use of the Service or non-infringement.

In particular, Albacross does not warrant the performance of the Customer’s use of the Service, such as any number of displays of Ads (impressions); any display of Ads on specific Sites, in specific order or at a specific time; any redirection or specific number of redirections; and/or the adequacy of visibility, placement, format, design or graphical presentation, if any, on Sites.

In addition, Albacross makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications or integrations (or the content thereof) or any other product or service advertised or offered by a third party on or through the Service, or featured in any banner or other advertising.

Albacross makes no representation nor does Albacross warrant, endorse, guarantee, or assume responsibility for the availability and responsiveness of any bidding or publishing service supplied by third party, such as, but not limited to, demand-side platforms, real time bidding auctions and supply- side platforms.

Since the Customer designs and supplies their advertising material to Albacross, Albacross makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for that the content created by the Customer, such as, but not limited to, banners or other digital ads may be published or otherwise displayed on third party webpages.

The Customer warrants that their use of digital targeting technology on the Customer’s Property, such as Cookies, complies with applicable laws and regulations, including fulfilment of the obligation of providing visitors to the Customer’s website with adequate information and required possibilities for opt-out/opt-in.

10. INTELLECTUAL PROPERTY RIGHTS

The Service is protected by intellectual property rights, except as expressly specified in the Agreement, nothing in the Agreement shall be deemed to assign any rights or grant any license to intellectual property rights of either party, such as (but not limited to) copyrights, patents, trademarks, trade secrets and know-how.

11. CONFIDENTIALITY

Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

Each Party shall reveal the confidential information only to their employees or other persons engaged to whom disclosure is necessary for them to perform their duties for the purpose of the Agreement. Each Party shall impose the above obligation of confidentiality on their employees and other persons.

13. PRIVACY

– Albacross Leads

You will not (and will not allow any third party to) use the Service to track, collect or upload any data that personally identifies an individual (such as a name, email address or billing information), or other data which can be reasonably linked to such information by Albacross. You shall comply with an appropriate Privacy Policy and will comply with all applicable laws, policies, and regulations relating to the collection of information from Visitors. Hence, You shall post a Privacy Policy and that Privacy Policy must provide notice of Your use of Cookies that are used to collect data of Your Visitors on Your Properties. You must disclose the use of Albacross Services, and how it collects and processes data. This can be done by displaying a prominent link to the site “How Albacross uses data when you use our partners’ sites or apps”, (located at albacross.com/cookies or any other URL Albacross may provide from time to time). You will use commercially reasonable efforts to ensure that a Visitor is provided with clear and comprehensive information about, and consents to, the storing and accessing of cookies on the Visitor’s device where such activity occurs in connection with the Service and where providing such information and obtaining such consent is required by law.

You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service.

– Albacross Target

If You use Albacross Target, You will adhere to the following:

You will not facilitate the merging of personally-identifiable information with non-personally identifiable information collected through any advertising product or feature unless you have notice of, and the user’s prior affirmative (i.e., opt-in) consent to, that merger.

You are required to notify your visitors by disclosing the following information in your privacy policy:

(a) the Albacross Target features you have enabled; (b) how you and third party vendors use first party cookies (like Albacross ACT cookie) and third party cookies (such as Albacross Target cookies) or other third party identifiers together; (c) how Visitors can opt-out of the Albacross Target Features you use, including through settings, settings for mobile apps, or any other available means.

If you have enabled interest-based advertising, including remarketing with Albacross Target in connection with other analytic services, you must follow the policies applicable to those Services (located at albacross.com/cookies or any other URL Albacross may provide from time to time).

The Albacross Services can be used in many ways which means that we cannot provide you with the exact language you are required to include in your privacy and cookie policy. You are the data controller for your business and are best equipped to understand the unique aspects and consideration of your business.

– Your Use of the Service

Albacross and its affiliates may retain and use, subject to the terms of its privacy policy (located at albacross.com/privacy), information collected in Your use of the Service. Albacross will not share Your Customer Data with any third parties.

14. LIMITATION OF LIABILITY

Albacross is not liable for any direct nor indirect loss suffered by the Customer, unless Albacross has been found guilty of gross negligence. This limitation of liability includes, but is not limited to, loss of production or sales, loss of profit and cost of capital.

15. INDEMNIFICATION

Albacross will not be able to influence the Customer’s use of the Service or information otherwise derived from, or created by, the Service. The Customer has complete and exclusive responsibility for all its use and activities concerning, or including, the Service and undertakes to, to the maximum extent of applicable law, indemnify and hold harmless Albacross of any damage or loss, directly or indirectly, resulting from the Customer’s use of the Service, including but not limited to, claims from third parties or governmental authorities.

16. TERM AND TERMINATION

The obligations of the Parties shall come into effect immediately upon the latest signature of this Agreement.

Unless otherwise agreed, either may terminate the Agreement at any time with notice after the end of the Term.

If the Agreement is terminated at Your request, any available funds at the time of termination of this Agreement will be the property of Albacross.

If the Agreement is terminated at the request of Albacross, any available funds shall be reimbursed to You.

Effect of Termination. Upon termination of this Agreement, Albacross will stop providing, and You will stop accessing the Service.

In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full and (c) all of Your historical Report data will no longer be available to You.

Albacross shall further be entitled to set-off any claims it may have against the Customer by withdrawal of the remaining deposit.

17. LIQUIDATED DAMAGES

In the occasion of Your breach of your obligations under sections 8 Non-exclusive License, 10 Intellectual Property Rights, 11 Secrecy and 13 Privacy in this Agreement, which is not corrected within 30 days after a received written notice of the breach from Albacross, You are obliged to, upon demand by Albacross, pay a contractual penalty amounting to SEK 100 000 per each breach. Albacross shall not be obligated to show proof that any damage has occurred due to Your breach of contract.

 
This section does not affect Albacross’ right to claim any additional damages for any exceeding amount due to the contractual breach.

18. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Sweden. 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 Arbitration Institute of the Stockholm Chamber of Commerce.

The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”) shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the 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 place of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish, unless otherwise agreed.

The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared in connection with the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard, in the best possible way, its rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar.

19. MISCELLANEOUS

Credit check. Albacross may perform a credit check of the Customer based on each new or amended agreement. Albacross may at its discretion require a deposit of an amount equal to the amount specified in the Customer order or decline the Customer order.

Entire Agreement. This Agreement with any appendices constitute the entire agreement between the Parties and shall supersede all prior written or oral agreements between the Parties regarding the subject matter of this Agreement.

Severability. If any provision of this Agreement is held to be unenforceable, such provision will be modified to the extent necessary to make it enforceable so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 

Ownership. If the ownership of Albacross business changes, Albacross may transfer this Agreement and any Customer Data related hereto to the new owners so they can continue to provide the Service. The new owner will still have to honour the commitments Albacross have made in this Agreement.

Amendments. Any amendment or modification to this Agreement or any of the appendices must in order to be binding for the Parties be in writing and signed by both Parties.

Notices. Any notice given under this Agreement shall be made in writing and sent to the address set forth under the name of each Party on the first page of this agreement.

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