The following Terms & Conditions (the “Terms”) (as defined below) have been entered into between the customer registering an account on the Site (the “Customer”), DanAds International AB (“DanAds”), a company incorporated under the laws of Sweden with Swedish company registration VAT number, DanAds Inc (“DanAds US”), a company incorporated under the laws of USA, for those in the US the terms will be governed by US laws, and DanAds Ltd, a company incorporated under the laws of UK, for those in the UK the terms will be governed by UK laws. The Terms govern the use of the Service.
BY CLICKING THE “I ACCEPT” BUTTON IN THE ORDERING PROCESS OR SIGNING AN ORDER FORM THAT REFERS TO THESE TERMS OF USE (THE “AGREEMENT”), YOU AGREE TO THE TERMS OF THIS AGREEMENT AND ANY APPLICABLE ORDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “CUSTOMER”, “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.
1 DEFINITIONS
1.1 The following terms shall have the meaning ascribed to them below:
“Ad” means the product of the ad, and placement created with the Content and published on the Third Party Site.
“Ad Campaign” means an advertising campaign created using the Service, containing optimized goals, targeting settings and advertising strategies.
“Impressions” means an impression is when an ad is fetched from the Third Party Sites, and is countable. Whether the ad is clicked is not taken into account. Each time an ad is fetched, it is counted as one impression.
“Banking day” means an ordinary, non-holiday, working day in Sweden.
“Content” means all texts, graphics, videos, pictures and all other information, such as the user generated ads, that the Customer, Users or anyone else uploads and/or publishes or in other ways makes available via the Service.
“Refunds” means all refunds that will be payed out if the Ad Campaing dont deliver the full amount of impressions booked in the Ad Campaing using the Service.
“Features” means features within the Service, such as launching a new Ad Campaign and creating Ads by using a third party application provided within the Service.
“Service” means the Service, as described in clause 2.1, provided on the Site by DanAds with its current Features on the day of signing of the Terms.
“Site” means the site located from which the Service is provided.
“Third Party Services” means any service within the Service not provided or owned by DanAds. Those Services are
Google DFP https://policies.google.com/privacy?hl=en ,
Amazon Webservice https://aws.amazon.com/terms/
Adyen https://www.adyen.com/policies-and-disclaimer/privacy-policy
“Third Party Sites” means website not provided by DanAds
“User” means any authorized user of the Service.
“User Account” means the account of the Customer.
2 THE SERVICE
2.1 The Service is an online self-service real time advertising application platform which allows the Customer to create Ads by uploading or creating Content and through an automated process buy ad spaces from third parties. The Content is published on a Site and Third Party Site. In addition to this, the Service enables audience targeting, and interactive performance reporting of the Ad Campaigns.
2.2 In the process of launching an Ad Campaign, the User will have to set a budget regarding the preferred impressions Outcome. The Customer acknowledges and agrees that the set budget for the impressions Outcome is an estimate and that DanAds takes no responsibility for that the impressions will be achieved.
2.3 The Customer shall use the Site, Third Party Site or DanAds and the Service in accordance with the Terms, instructions from Site, Third Party Site or DanAds applicable laws, rules and regulations. The Customer shall furthermore ensure that each of its Users accepts and complies with the Terms as well as both DanAds and, Third Party Site privacy policy.
2.4 DanAds reserves the right to modify, suspend, and/or discontinue the use of the Service at any time, with or without notice. All new functionality, Features or services introduced to the Service will be subject to the Terms. DanAds will make reasonable efforts to keep the Service operational and fully functional during updates.
3 USER ACCOUNTS
3.1 In order to obtain an account to the Service, the Customer has to register a User Account in accordance with the at each time applicable instructions on the Site, Third Party Site or DanAds.
3.2 The Customer is solely responsible and liable for all access to and all actions and activities conducted under the User Account, as well as its Users’ use of the Service. The Customer shall immediately inform Site, Third Party Site or DanAds about any unauthorized use of its User Accounts.
3.3 DanAds reserves the right to suspend any User or terminate any User Account if activities occur which constitutes or may constitute a violation of the Terms, DanAds instructions or of any applicable local or international laws, rules or regulations.
4 USE OF DATA
4.1 The Customer acknowledges and agrees upon that DanAds shall maintain the right to store and share with the Site, Third Party Site, and Third Party Services all User Account information regarding the Customer, First name, Last name, Email address, Company name, Phone number, Address including
Country, City, Postal code, Street, etc, Website, Billing contact name, email, VAT number, and Ad Campaing information in an anonymized, consolidated and aggregated manner.
5 PAYMENT & FEES
5.1 The Customer will pay with a credit card or debit card the cost of each Ad Campaign that is bought via the Service. The Service has built in support for payment by invoice. The invoice itself is handled outside of the service.
5.2 The Customer acknowledges and agrees upon that DanAds doesn’t store credit or debit card details. All card details are stored securely via Third Party Services.
5.3.1 Pre-payment with a credit or debit card. In DanAds the Site will charge the card directly when the Customer pays for the Ad Campaign.
5.3.2 Subscription payment with a credit or debit card. In DanAds the Site will charge the card according to the agreed amount and billing interval. The Subscription will be renewed automatically until the Ad Campaign is finished or the Ad Campaign is cancelled (price subject to change).
5.4 In case an pre-paid Ad Campaign is cancelled by Site, Third Party Site, DanAds or the Customer a refund will be paid to the Customer. The refund will be calculated on the amount of impressions left for the Ad Campaign’s booked period.
5.5 In case a Pre-paid Ad Campaign is under-delivered, for the impressions that were booked by the Customer, a refund will be paid to the Customer. The refund will be calculated on the amount of impressions left for the Ad Campaign’s booked period.
5.6 The Customer acknowledges and agrees that Site, Third Party Site or DanAds will be held harmless from any and all refund, claims, damages, liabilities, costs and fees (including reasonable legal fees) relating to the Ad Campaign lack of delivery. In no event shall the Customer hold Site, Third Party Site or DanAds responsible or liable for any non-delivery, delay or similar in Ad Campaigns etc. For the sake of clarity this includes any claims related to loss of business opportunities for the Customer.
6 PROHIBITED USE OF THE SERVICE
6.1 The Customer shall use the Service for lawful purposes only. The Customer agrees not to use the Service for posting, transmitting or otherwise distributing illegal or other inappropriate material.
6.2 The Customer agrees to, within the scope of the Service and in relation to Site, Third Party Site or DanAds: not defame, abuse, harass, threaten or otherwise violate the legal rights of others, including DanAds; not publish, post or in any other way express any topic, material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful; not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm Site, Third Party Site or DanAds, the Service or Users in any way.
7 CONTENT
7.1 The Service includes functions for uploading, posting, linking and communicating and otherwise making Content available for others. By uploading Content to the Service, the Customer warrants that it is either the owner of the Content or that it holds a valid permission to such Content from the appropriate right holder, meaning that the Costumer’s use of the content in no way infringes a third party’s rights. Furthermore, the Customer warrants that the Content, or the Customer’s use thereof, is in no way a violation of any national or international legislation or any third party rights.
7.2 Unless nothing else is agreed upon between the Customer and Site, Third Party Site and DanAds, DanAds undertakes to host all Content provided by the Costumer, meaning that Site, Third Party Site and DanAds undertakes to deliver the Ad Campaign from the DanAds server to a Site and Third Party Site. In order for DanAds to do so, the Costumer grants DanAds a worldwide, non-exclusive, royalty-free, transferable right to distribute and display all the Content, or any part of it, and the intellectual property rights therein.
7.3 DanAds makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Service. No information obtained from DanAds or the Service shall create any warranty if not expressly stated in the Terms. DanAds does not examine or take any responsibility with regards to the validity of information provided by the Users.
8 INTELLECTUAL PROPERTY
8.1 The Service and its original content, Features, functionality and design elements are and will remain the exclusive property of either DanAds or the owner of a Site and Third Party Site. The Customer’s use of the Site or Third Party Site and the Service is limited to the rights granted to the Customer under the Terms. DanAds intellectual property may not be used in connection with any product or service without DanAds prior written consent.
8.2 The Site, Third Party Site and the Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any purpose inconsistent with the limited rights granted to the Customer under the Terms.
9 INDEMNIFICATION
9.1 The Customer shall indemnify and hold DanAds, Site or Third Party Site harmless with respect to all direct and indirect liability, losses, damages, costs or expenses caused, arising out of, or in connection with (i) the Customer’s negligence, (ii) the Customer’s breach of the Terms, or (iii) the Customer’s misuse of the Service.
10 LIMITATION OF LIABILITY
10.1 DanAds does not guarantee uninterrupted, secure or error-free operation of the Service. The Service is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. DanAds is not responsible for neither technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime or disconnections from User Accounts.
10.2 DanAds undertakes to follow the Viewable Ad Measurements 2.0 standards and guidelines, issued by the Interactive Advertising Bureau in Sweden, insofar that they are not contradictory to the Terms. Notwithstanding what is stated in the Terms or in the said standards and guidelines, DanAds takes no responsibility for any technical glitches that affects the view ability of the Ads on the Site or Third Party Site. Furthermore, DanAds is not responsible for any unfair or in another way inappropriate actions by a third party that may affect the Ad Campaign. Such actions may include, but not be limited to, click frauds and ad frauds
10.3 The Customer is at all times responsible for the Content uploaded or otherwise made available by its Users. This means that DanAds is not responsible for the Content or the use thereof. Furthermore, DanAds assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of the Site or Third Party Site that may be reached by links presented in the Service.
10.4 The Optimization Outcome that is counted per Ad Campaign will be counted with the counting tools provided by hird Party Service (Google DFP). DanAds takes no responsibility for any difference in the result between the count that is presented in the Service and a the result from The Customers third party tool.
10.5 DanAds is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or User Accounts.
To the maximum extent permitted by applicable law, in no event shall DanAds be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with the Terms. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
11 BREACH OF THE TERMS
11.1 Should the Customer use the Service in violation of the Terms, DanAds, Site or Third Party Site shall have the right to: i) delete any Content produced by the Customer, ii) suspend and/or terminate the Customers User Account iii) terminate the Terms, and iv) receive a reasonable compensation for its losses connected to the Customer’s violation.
11.2 DanAds, Site or Third Party Site reserves the right to directly limit the use of or access to the Service and to block, restrict or delete any Content at any time, for any reason and without liability, if such use, access or Content constitutes or may constitute i) a violation of the Terms in general or of any applicable local or international laws, rules or regulations, or ii) a risk of harming DanAds, Site or Third Party Site trademarks, goodwill or reputation.
12 CHANGES TO & ASSIGNMENT OF THE TERMS
12.1 DanAds may, at any time and for any reason, amend the Terms by publishing the amended Terms on the Site. The amended Terms shall automatically be effective upon publishing.
12.2 Neither the Terms nor any obligation or right hereunder may be assigned or transferred by the Customer without the prior written consent of DanAds.
13 DURATION AND CANCELLATION
13.1 The Terms shall commence and remain in force as long as the Customer has a registered User Account.
14 GOVERNING LAW AND DISPUTE RESOLUTION
14.1 The Terms shall be construed in accordance with, and governed by, Swedish law. Disputes arising in connection with the Terms shall be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceeding shall be English.
14.2 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.
15 PRIVACY & CONFIDENTIALITY
15.1 You agree to the terms of DanAds privacy policy at https://danads.com/privacy-policy/ which may be viewed on the DanAds website and which may be modified by DanAds in its reasonable discretion from time to time. During the course of this Agreement, information that is confidential or proprietary may be disclosed between us including but not limited to: software, technical processes, formulas, source code, sales, costs, other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data.
15.2 Except as provided below, neither of us shall make any disclosure of the other party’s Confidential Information to anyone other than our employees or contractors who have a need to know such information in connection with this Agreement, and who are bound by written agreements to protect the confidentiality of such information. Each of us will notify our employees and contractors of their confidentiality obligations hereunder.
15.3 Confidential Information shall not include information that the receiving party can demonstrate (i) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (ii) was known to the receiving party at the time of disclosure, (iii) is independently developed by the receiving party, or (iv) is subsequently learned from a third party not under a confidentiality obligation to the providing party.
16 GENERAL
16.1 DanAds may give notice by means of email to your e-mail address on record in DanAds account information, or by written communication sent by first class mail or pre-paid post to your address on record in DanAds account information. You may give notice to DanAds at any time by email to info@danads.se letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to DanAds, in either case, addressed to the attention of: CEO. Any such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).
16.2 This Agreement shall be governed by laws of Sweden, without regard to the conflicts of law provisions of any jurisdiction, and any disputes, actions, or claims arising out of this Agreement shall be subject to the exclusive jurisdiction of the Malmö city court.
16.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
16.4 No joint venture, partnership, employment, or agency relationship exists between you and DanAds as a result of this Agreement or use of the Services.
16.5 The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the parties in writing.
16.6 This Agreement, together with any applicable Order and any other document referenced herein, comprises the entire agreement between you and DanAds and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
