The following Terms & Conditions (the “Terms”) (as defined below) have been entered into between the customer registering an account on the Site (the “Customer”) and Match2One AB (“Match2One”), a company incorporated under the laws of Sweden with Swedish company registration number va. The Terms govern the use of the Service.
1.1 The following terms shall have the meaning ascribed to them below:
“Ad” means the ad created with the Content and published on a Third Party Site.
“Ad Campaign” means an advertising campaign created using the Service, containing optimized goals, targeting settings and advertising strategies.
“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.
“Credits” means the credits on the Site that can be used to buy additional Features.
“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.
“License” means the license to use the Service as described in section 3.
“Optimization Outcome” means the outcome of an optimization of the Ad Campaign. The Ad Campaign can be optimized by cost per thousand views, cost per click or click per acquisition of the Ad.
“Service” means the Service, as described in clause 2.1, provided on the Site by Match2One 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 Site not provided by Match2One.
“Third Party Sites” means any websites not provided by Match2One.
“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 bidding 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 Third Party Site. In addition to this, the Service enables audience targeting, intelligent prospecting and interactive performance reporting of the Ad Campaigns.
2.2 In the process of launching an Ad Campaign, the User will have to set an estimated price regarding the preferred goal cost per Optimization Outcome. The Customer acknowledges and agrees that the set goal cost for the Optimization Outcome is an estimate and that Match2One takes no responsibility for that the goal will be achieved.
2.3 In order to use the Service the Customer undertakes to install tracking scripts on the Customers website. These tracking scripts are necessary and essential for the audience targeting and prospecting.
2.5 The Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Site and the Service.
2.6 Match2One 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. Match2One will make reasonable efforts to keep the Service operational and fully functional during updates.
3.1 Match2One grants the Customer a worldwide non-exclusive and non-transferable License to use the Service. The License may consequently only be used for the specific Customer’s internal purposes and may not be resold. This does not include performance of services for the benefit of third parties, nor the use by the Customer’s affiliated companies. The License is valid as long as the Customer has a registered User Account.
3.1 The License is free of charge. However, Match2One will charge the Customer in accordance with the at each time applicable fees provided in the Terms and on the Site for the use of the Features.
4 USER ACCOUNTS
4.1 In order to obtain a License to the Service, the Customer has to register a User Account in accordance with the at each time applicable instructions on the Site.
4.2 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 Match2One about any unauthorized use of its User Accounts.
4.3 Match2One 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, Match2One’s instructions or of any applicable local or international laws, rules or regulations. The Customer may cancel the User Account at any given time, without regard to any period of notice.
5 USE OF DATA
5.1 The Customer acknowledges and agrees upon that Match2One shall maintain the right to use the Customer’s and its Users’ information, including Content, in an anonymized, consolidated and aggregated manner with other customers’ information in marketing activities, to compile statistics and other marketing information and finally to improve, develop and modify the Service.
6 PAYMENT & FEES
6.1 Match2One charges the Customer a fee of twenty (20) percent, if nothing else is agreed, deducted from the cost of each Ad Campaign that is bought via the Service.
6.2 The Customer may choose between following payment methods: i) invoice or ii) credit card.
6.3 An invoice is sent to the Customer upon request. The Customer shall pay all invoices within fifteen (15) days after the invoice date. The Credits will be available on the User Account on the same workday as the payment is received by Match2One. Interest on overdue payment shall accrue according to the Swedish Interest Act (Sw. räntelag (1975:635)), and collection fees will be charged when applicable.
6.4 By choosing payment with a credit card the Customer obtains a credit limit. Match2One will charge the credit card within the first of the following two events: i) when the said credit limit is reached or ii) on the last Banking day of the month.
6.5 Match2One reserves the right to change their listed fees (available in the Terms and at the Site) at any time. It is the Customer’s responsibility to stay informed of any price changes. The new fees will apply immediately after the change is posted on the Site.
6.6 In case a User Account is terminated by Match2One or cancelled by the Customer and the User Account still holds Credits, there will be no refund of payment.
7 PROHIBITED USE OF THE SERVICE
7.1 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.
7.2 The Customer agrees to, within the scope of the Service and in relation to Match2One: not defame, abuse, harass, threaten or otherwise violate the legal rights of others, including Match2One; 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 Match2One, the Service or Users in any way.
8.1 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.
8.2 Unless nothing else is agreed upon between the Customer and Match2One, Match2One undertakes to host all Content provided by the Costumer, meaning that Match2One undertakes to deliver the Ad Campaign from the Match2One server to a Third Party Site. In order for Match2One to do so, the Costumer grants Match2One 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.
8.3 Match2One 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 Match2One or the Service shall create any warranty if not expressly stated in the Terms. Match2One does not examine or take any responsibility with regards to the validity of information provided by the Users.
9 INTELLECTUAL PROPERTY
9.1 The Service and its original content, Features, functionality and design elements are and will remain the exclusive property of either Match2One or the owner of a Third Party Service. The Customer’s use of the Site and the Service is limited to the rights granted to the Customer under the Terms. Match2One’s intellectual property may not be used in connection with any product or service without Match2One’s prior written consent.
9.2 The Site, 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.
10.1 The Customer shall indemnify and hold Match2One 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.
11 LIMITATION OF LIABILITY
11.1 Match2One 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. Match2One is not responsible for neither technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime or disconnections from User Accounts.
11.2 Match2One 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, Match2One takes no responsibility for any technical glitches that affects the viewability of the Ads on a Third Party Site. Furthermore, Match2One 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
11.3 The Customer is at all times responsible for the Content uploaded or otherwise made available by its Users. This means that Match2One is not responsible for the Content or the use thereof. Furthermore, Match2One assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of any Third Party Services that may be reached by links presented in the Service.
11.4 The Optimization Outcome that is counted per Ad Campaign will be counted with the counting tools provided by Match2One. Match2One takes no responsibility for any difference in the result between the count of a Match2One tool and a third party tool.
11.5 Any recommendations and/or instructions from Match2One or any of Match2One’s employees on how to use the Service shall not be considered as consultation or advice in each specific case. Match2One is therefore not responsible for any outcome or result of such recommendations and/or instructions.
11.6 Match2One 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 Match2One 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.
12.1 In the event Match2One materially breaches the Terms, and such breach remains uncured for a period of more than ten (10) days after notice from the Customer (“Notice period”), the Customer shall be entitled to a refund equal to ten (10) percent of the cost spent on the last Ad Campaign, for every day that the material breach remains uncured, however limited to a maximum of thirty (30) days or any shorter period left of the ongoing contract term. Such refund claim must be presented to Match2One in writing within fifteen (15) days from end of the Notice period.
12.2 If Match2One is found to be liable to the Customer for any damage or loss which arise out of or is any way connected to the use of the Service, Match2One’s liability shall in no event exceed the amount of the latest twelve (12) months’ worth of fees paid by the Customer.
12.3 The Customer has no further rights to compensation, outside of what is stated in this section 12
13 BREACH OF THE TERMS
13.1 Should the Customer, or any of its Users, use the Service in violation of the Terms, Match2One 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.
13.2 Match2One 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 Match2One’s trademarks, goodwill or reputation.
14 FORCE MAJEURE
14.1 The parties shall be relieved from any liability for any delay or failure to perform any obligation under the Terms during such period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the reasonable control of the party (“Force majeure”), such as war, warlike hostilities, labor disturbances, fire, flood, or other circumstances of similar importance.
14.2 The party desiring to invoke an event of Force majeure shall as soon as possible provide the other party with a written notice.
14.3 If the performance of the Agreement is severely hindered for a longer period than three (3) months due to a Force majeure event, either party shall be entitled to terminate the Agreement with immediate effect. Upon termination due to a Force majeure event, each party shall bear its own costs incurred by the termination
15 CHANGES TO & ASSIGNMENT OF THE TERMS
15.1 Match2One 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.
15.2 Neither the Terms nor any obligation or right hereunder may be assigned or transferred by the Customer without the prior written consent of Match2One.
16 DURATION AND CANCELLATION
16.1 The Terms shall commence and remain in force as long as the Customer has a registered User Account.
17 GOVERNING LAW AND DISPUTE RESOLUTION
17.1 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.
17.2 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.