Last updated: April 5, 2016
These Terms of Service (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.
1.1 “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.
2.1 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 fulfilment 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).
4.1 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 fulfils 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.
6.1 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.
6.2 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.
7.1 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.
8.1 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:
(i) 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
(ii) 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:
(i) Prolongation of the Campaign to a date mutually decided by the Parties including possible replacement or additions to the Content (if appropriate); or
(ii) 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.
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 wilful 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) or claims based on the non-conformity of the Content or editorial material the Content links to with applicable laws.
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 counterparty 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.
16.1 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.
17.1 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.
18.1 All notices to Strossle under this Agreement shall be sent to: Strossle International AB, Kaptensgatan 6, 114 57 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.