Revidy General TermsRevidy General Terms
These GENERAL TERMS AND CONDITIONS apply to any agreement entered into for the use of the Real Audience Revidy platform
INTRODUCTION and SERVICE DEFINITION
Real Audience AB provides video advertisement service where “Service, Services, Platform ” means the services offered by Real Audience in the Platform and as/from consultancy at any given time. At the time of the start of the Agreement the Service is defined:
- Real Audience produces advertisements in video-format (video-ads) based on the Customers products with the purpose of making product advertisement based on an existing video, supplied by Customer , and with overlays and inlays of product images and similar also supplied by Customer
- Real Audience will distribute and place the video-ads over the internet via Open RTB and decide on when to stop
- Customer receives reports on shown video-ads, clicked rates and spent budget (spent budget is number of clicks * CPC bid).
- All functionality of the services including customer interface are provided over the internet if not otherwise specified.
DEFINITIONS AND INTERPRETATION
“Additional Services” means any additional service, which the Customer may order in the future.
“Applicable Data Protection Law” shall mean: the EU General Data Protection Regulation (Regulation 2016/679); and (iii) any national legislation implementing the Privacy and Electronic Communications Directive 2002/58/EC (as amended by Directive 2009/136/EC) in the applicable EU member state (including any future national or European legislation replacing such legislation)
“Agreement” means this agreement, including its appendices, entered into between the Parties.
“API” means application programming interface.
“Commencement Date” means the date when the Customer can begin use of the Services and is set out in order form.
“Change Order” means a change to the Agreement agreed upon in writing by both parties. Each Change Order is added as an appendix to the Agreement. Both parties can request a Change Order and the receiving party shall use their best efforts to respond in writing in a thorough and timely manner.
“Confidential Information” means any information concerning the Parties’ businesses, that is of a confidential nature, including information on the Services and the Platform, current and planned products and services, marketing forecasts, terms and plans for procurement, technical information relating to the foregoing, descriptions of processes and technical infrastructure (both physical and logical), trade secrets, know-how, inventions, technical methods, software in various forms including documentation, agreements, lists of customers, financial information and business plans.
“Customer” – As defined in the signed Contract Order form.
“Denial-of-Service Attack” or “DoS Attack” means an attempt to make a machine or network resource unavailable to its intended users, such as to temporarily or indefinitely interrupt or suspend services of a host connected to the Internet.
“Fee” means any fee payable by the Customer to Real Audience for use of the Services and the Platform.
“UI” means graphical user interface.
“Parties” means Real Audience and the Customer (each a “Party”).
“Platform”, See under “Services”
“Real Audience Order Form” means the signing document between the parties with prices and details, which may deviate from these general terms and which shall have precedence over these general terms.
PROVISION OF THE SERVICES
The Customer holds a non-exclusive right to use the Services for its own business and for providing advertising services to its customers for the Term of this Agreement. Real Audience will hold full title and ownership to any developments of the Services or the Platform. The term “use” [means/includes] a right for the Users to use the Services in machine-readable form via web interfaces and other interfaces.
The Customer’s use of the Services is subject to the following conditions:
- The Customer shall at its best effort cooperate with Real Audience for the continued development of the Platform.
- The Customer may not make any copy of the Services and the Platform or a part of the Platform and the Services, or transfer login data for the Platform or information about the Services and the Platform to users outside the Customer’s business and operations.
- The Customer holds the full and sole responsibility for the Customer’s own use of the Platform. The Customer is obligated to not infringe the intellectual property rights of any third party; are free from any viruses, trojans, worms or other harmful software or code; not harm or negatively affect the Platform or Real Audience ;ensure that the applicable regulations of operators and authorities are observed and fulfilled, and ensure that all logins to the Platform are used correctly and that the use is according to this agreement; ensure that the customers Users are well aware of and comply with the terms and conditions that apply to the use of the Services through the Platform.
- If the Parties agree in writing that the Agreement is to include Users with the Customer’s subsidiary companies, the Customer is liable for their use of the Platform and the Services to the same extent as for its own.
If the Customer fails to fulfill its undertakings and obligations under this Agreement, the Customer agrees to indemnify and hold Real Audience harmless for any costs or damages that Real Audience may become liable to pay as a consequence thereof.
CHANGE ORDERS AND CANCELLATIONS OF SERVICES
The Customer may increase, reduce or change the Services by ordering Additional Services or cancel services already part of the Services in a Change Order process which both parties can initiate and which shall be signed by both parties to take effect and should contain description, timeplan ( if any) and fees. Any Additional Services ordered by the Customer will apply from and become part of the Services when the order has become binding between the Parties according to the Agreement.
OTHER CHANGES TO THE SERVICES
Real Audience may modify the Services or change the way in which the Services are provided, if such measures can be implemented without unreasonable inconvenience for the Customer.
Also, Real Audience reserves the right to, at any time and by providing not less than three (3) months’ written notice, discontinue the supply or the offer of a part of the Service. If the Services are materially affected by the change, the Customer may terminate this Agreement by providing not less than three (3) months’ notice provided that the notice of termination is given no later than one (1) month after Real Audience ’s notice of the change in accordance with this clause. In the absence of such notice by the Customer, the change to the Services will be deemed to have been accepted by the Customer.
SUPPORT AND MAINTENANCE OF THE PLATFORM
Real Audience may perform support and maintenance services of the Platform and any designated API as ordered by the Customer. The support and maintenance must be performed in such a way as to minimize interference for Customer and to ensure that the down time is no longer than necessary. Real Audience must to a reasonable extent inform Customer about planned support and maintenance activities.
PRICE AND PAYMENT
The Customer agrees to pay the Fees stated in the Real Audience Order Form. Real Audience has the right to charge additional Fees for new functionality added to the Services or the Platform, to the extent ordered by the Customer..
If nothing else is agreed Real Audience will invoice 50% of the estimated cost quarterly in advance and the residual, real cost, each subsequent quarter. Payment must be made within thirty (30) days from the date of invoice. All amounts are exclusive of VAT unless otherwise explicitly stated. In the event of a delay in payment, Real Audience is entitled to charge interest on the sum overdue in accordance with the Swedish Interest Act. Also, if the Customer is in delay with paying an undisputed invoice, Real Audience may, after written notice to the Customer with reference to this agreement, discontinue performance of the Services until the Customer has paid all overdue invoices.
CPC Bid, is equivalent to a click on the customers video-ad and for that click the customer is paying Revidy for the amount defined as CPC bid in Order Form. In case of discrepancies between Revidy and other statistic systems used by the client – then its Revidy statistics that shall be used for invoicing. Revidy is optimizing the campaign and media buying and will not guarantee even delivery during the campaign period. In case of poor CTR and high prices of media buying the result maybe that Revidy can not deliver the campaign budget – and shall be free from responsibility from the client.
Real Audience may subcontract part of the performance of the Services to a third party. Real Audience ’s liability under this Agreement includes the liability for the performance of such third party’s performance. If Real Audience ’s right to offer the Services expires in relation to its subcontractor, Real Audience is entitled to discontinue the supply of such Services in the Platform.
LIABILITY AND LIMITATION OF LIABILITY
Real Audience may, without liability to the Customer, shut down the Customer’s access to the Services if the Customer fails to fulfill its undertakings or comply with its obligations under this Agreement.
Real Audience ’s liability for any other claim (or any number of claims for a series of related events) made under or in connection with this Agreement will not exceed the total value of 5000 Swedish Krona (SEK) of the cause of the claim. However, Real Audience ’s is not liable to the Customer in respect of the use of the Services, including but not limited, to Applicable Data Protection Law or any other similar law or regulation, or any indirect, punitive, special, incidental or consequential damages, or any loss of anticipated or actual profits, loss of anticipated or actual revenue, loss of data or business interruption or loss of goodwill or business.
The Client understands that it is responsible for ensuring that any client data it provides to Real Audience for processing has been collected in accordance with Applicable Data Protection Law, and any client data provided to Real Audience may lawfully be processed by Real Audience in the manner necessary to deliver the agreed services, and as such Real Audience is a processor and the client a controller as defined in the Applicable Data Protection Law
Neither Party will be liable for any delay or failure to meet an agreed deadline if such delay or failure is due to a circumstance beyond the party’s control, including, restrictions of law or regulations, labor disputes (also when the party concerned is the object of or party to such an action), fires, catastrophes, failure of telecommunication services, Denial-of-Service Attacks (DoS Attacks) of any of Real Audience ’s business partners, acts of terror and mechanical or electronic breakdowns etc.
The Customer’s claim must be made no later than three (3) days after discovery of the basis for the claim. If notice is not given in accordance herewith, the Customer loses its right to make the claim.
INTELLECTUAL PROPERTY RIGHTS
All titles, interests and rights, including the ownership to the Platform and the Services, incl Video-ads, and any modification to and all intellectual property rights in the Platform and the Services belongs to Real Audience and are not affected by the right of use granted under this Agreement. The Customer´s rights to the Services through the Platform are strictly limited to the right to use the Platform and the Services set out in this Agreement.
All titles, interests and rights, including the ownership to the data used in the Platform and any modification to the data belongs to The Customer and are not affected by the right of use granted under this Agreement.
Each Party undertakes not to disclose to any third party, other than on a “need to know”-basis, any information and knowledge that may be considered Confidential Information of the other Party and that is disclosed to the Party in connection with this Agreement. Each Party further undertakes not to use or make any copies of Confidential Information disclosed by the other Party for any other purpose than the Party’s fulfillment of this Agreement.
Each Party undertakes to take all reasonable measures to ensure that Confidential Information is not disclosed to any other person than those entitled to receive the information for the purposes of this Agreement.
Real Audience may publish the name and trademark of the Customer in its marketing materials for the sole purpose of listing the Customer as an existing or previous user of Real Audience/Revidy.
Each Party undertakes to ensure that its employees and agents are bound by confidentiality undertakings that correspond to the Party’s confidentiality undertakings under this Agreement. Each Party is responsible for any unauthorized disclosure or use of the Confidential Information by any employees or agents.
The confidentiality undertaking set out in this clause will not apply in respect of information which at the time of the execution of this Agreement or thereafter becomes part of the public domain through no fault or breach of the receiving Party under this Agreement or through breach of any other person who has such confidentiality undertaking towards the disclosing Party; was already known to the receiving Party or made available to it by means which does not constitute a breach of a confidentiality undertaking, before disclosure to it of the Confidential Information; has already been disclosed to the receiving Party from a third party which third party is not bound by a confidentiality undertaking towards the disclosing Party; or the receiving Party can prove that it has developed independently from this Agreement.
Further, a Party’s confidentiality undertaking does not apply if the Party is required by law, regulation, in consequence of professional duty and/or by the procedures of any relevant court or regulatory authority, to disclose the information.
Documents, information and materials that are made available to or is received by a Party must, unless otherwise explicitly stated in writing by the disclosing Party, be regarded and treated by the receiving Party as Confidential Information.
Regardless the cause of termination, this clause will continue to bind the Parties for a period of five (5) years after the expiration of this Agreement.
The Agreement will enter into force when signed by both Parties and will be valid until the End Date and/or until the agreed upon budget is spent. Notice period is one (1) month. Should no notice of termination have been given the Agreement and media budget will automatically be prolonged for one (1) month at a time until terminated by either Party – with a notice period as stipulated above.
What is stated in agreement above applies to the Services through the Platform as a whole. It is, however, agreed by the Parties that the Customer may give notice of cancellation regarding only part of the Services in accordance with above.
BREACH OF CONTRACT AND PREMATURE TERMINATION
Either Party may terminate this Agreement with immediate effect if: the other Party fails to fulfill its obligations under this Agreement, provided such failure is of fundamental importance for the other Party; the other Party repeatedly fails, in one or several respects, to fulfill its obligations under this Agreement and the failure has not been cured within thirty (30) days of receipt of a written notice of the failure from the first Party; or the other Party suspends its payments, enters into liquidation, initiates composition negotiations, has a receiver appointed for its assets, is subject to a business reorganization, enters into bankruptcy or otherwise becomes insolvent or if an order is made or a resolution is passed for the winding-up of the Party, or there is another reason to reasonably expect that the Party will not fulfill its obligations under the Agreement.
CONSEQUENCES OF TERMINATION
Upon the expiration of this Agreement, Real Audience ’s undertakings to provide the Services as well as the Customer’s right to use the Services through the Platform will expire.
Any notice must be sent by courier, registered letter or e-mail to the address of the Parties stated in the Agreement or supplied at a later date. Proof of postage or dispatch is deemed proof of receipt. The notice is deemed to have reached the recipient; if delivered by courier; on delivery; if sent by registered letter; five (5) days after the date of mailing; and if sent via e-mail; on dispatch, if the message is also sent by mail the same day.
Changes of address are to be notified as set out in this agreement.
Any amendment to this Agreement must, in order to be binding, be made in writing and duly executed by both Parties hereto.
This Agreement is the entire agreement between the Parties regarding all the issues set forth in the Agreement. Any and all written or verbal undertakings or agreements prior to the Agreement are in all respect substituted by this Agreement.
In the event of a conflict between the terms of this Agreement and the terms of the Appendices hereto, the terms of this Agreement will prevail.
None of the Parties have the right to transfer this Agreement or any right under this Agreement without the other Party’s prior written approval. However, any of the Parties may transfer its rights to a legal person directly or indirectly controlled or being in control of the transferring Party, provided that the transferring Party remains jointly liable with the transferee and after such transfer still is liable for any and all obligations under this Agreement.
This Agreement is governed by Swedish law, without regard to its conflict of law provisions.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, is to be finally settled by traditional court procedure. The language to be used in the proceedings is Swedish.
The Parties undertake, indefinitely, not to disclose the existence of or the contents of any judgment related to or in connection with this Agreement or any information regarding negotiations, arbitration proceedings or mediation in connection therewith. The confidentiality undertaking in this agreement will not apply in relation to information which any of the Parties is required to disclose, retain or maintain by law or any regulatory, stock market or government authority of which may be required for the enforcement of a judgment.