Truecaller Terms and Conditions

Version: 1.1 | Created: May 30, 2018

Self-Serve Advertising Terms and Conditions

This Advertising Program Agreement (the “Agreement”) is entered into by True Software Scandinavia AB where ads are to be placed and aimed at users in the EU, EEA and Switzerland (“EU”) or True Software Services India LLP (each “True Software”) where ads are to be placed and aimed at users outside the EU on the one hand and the entity that accepts these Terms electronically (“Advertiser”). This Agreement governs Advertiser’s participation in the Truecaller Ads Manager program (the “Program”) accessible through the account(s) given to Advertiser in connection with this Agreement in the Self-Serve Truecaller Ads Manager platform (https://adsmanager.truecaller.com/) (the “Platform”). By accessing and using the platform to place ads aimed at users outside the EU the Advertiser agrees to be bound by the following Terms and Privacy Policy and by using the platform to place ads aimed at users in the EU the Advertiser agrees to be bound by the following Terms and Privacy policy. In consideration of the foregoing, the parties agree as follows:

1. ORDERS

Provided that Advertiser has been accepted into the Program by True Software, Advertiser may place an order for ad impressions with True Software through the Platform. True Software fully reserves the right to reject any order placed through the Platform for any reason and in its sole discretion. For the purposes of this Agreement “Order” means an order placed by Advertiser through the Platform which has been accepted by True Software.

2. DELIVERY

Provided that Advertiser is in compliance with this Agreement, True Software shall use commercially reasonable efforts to deliver the impressions set out on the Order but cannot warrant: (i) the number of visitors to the Advertiser’s site as a result, or (ii) the exact times at which the impressions will be delivered. Furthermore the precise quantities per placement are not guaranteed. If True Software does not deliver the number of impressions during the period set out on the Order (the “Campaign Period”), True Software shall refund to Advertiser a pro-rata amount of the relevant fees paid equal to the shortfall of impressions within forty-five (45) days of the expiry of the Campaign Period. At the expiry of the Campaign Period, True Software shall not be obliged to deliver any further impressions regardless of actual delivery. The Advertiser shall deliver to True Software such technical and other materials as True Software may reasonably require from the Advertiser from time to time.

3. CANCELLATION

Advertiser may request cancellation of an Order up to 72 hours before commencement of the Campaign Period in which case True Software will refund the fees already paid pursuant to such Order. Advertiser hereby expressly acknowledges and agrees that if it wishes to cancel an Order within 72 hours of the commencement of the Campaign Period, True Software will not be obliged to refund any fees paid by the Advertiser in respect of such Order.

4. REMOVAL

Notwithstanding True Software’s acceptance and execution of the Order, True Software may remove or refuse to publish or link to any material which is in its sole discretion considered defamatory, misleading, abusive, unlawful, or otherwise inappropriate or that promotes competitive services.

5. RESTRICTION

Where applicable, True Software may restrict or discontinue the delivery of any emails or other communications to any or all users containing advertisements or promotions featuring Advertiser:

(a) if True Software is satisfied in its reasonable judgement that to send such emails to users may expose True Software or Advertiser to the risk of sanctions under applicable laws or regulations, including laws relating to data protection; or

(b) if any individual user has opted out or otherwise indicated to True Software that he or she does not want to receive any advertisements or promotions for services provided by any company other than True Software or its affiliated companies.

6. LICENSE

Advertiser grants True Software a non-exclusive, royalty-free, world-wide licence to use, reproduce and display the Advertiser logo, content, code and material provided by or on behalf of the Advertiser (“Advertiser Materials”) on the Platform and any True Software marketing materials in the form provided by Advertiser, and shall not make any changes to Advertising Materials save for any formatting changes necessary for display on the Truecaller Application or other agreed changes. For the purposes of this Agreement “Truecaller Application” means the callerID, spam blocking and people search mobile application developed and operated by True Software.

7. RIGHTS

Except as otherwise provided in this Agreement, as between True Software and Advertiser: (i) True Software retains all right, title and interest in and to all intellectual property rights embodied in or associated with the True Application and Platform, and all True Software services and (ii) Advertiser retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Advertiser Materials.

8. INDEMNITY

The Advertiser shall indemnify (and keep fully indemnified) and hold True Software and its affiliated companies harmless against any claim, action, loss, damage or proceedings brought against True Software or its affiliated companies relating to: (i) the Advertiser Materials, (ii) any content, claim or promise on the Advertiser’s site, (iii) any complaints arising from Advertiser’s customers regarding the goods and/or services supplied by Advertiser on Advertiser’s site and (iv) any breach of a representation or warranty made by Advertiser in this agreement.

9. INFRINGEMENT

Advertiser warrants and shall ensure that (a) the Advertiser Materials and (b) all goods or services supplied by Advertiser on Advertiser’s site: (i) will not infringe the rights of any third party; (ii) will not link to products or services that infringe the rights of any third party (including but not limited to unlawful and counterfeit items); (iii) will be up-to-date, true, correct and accurate; (iv) will not be misleading, deceptive, involve any misrepresentation, or imply or represent that any party has approval or sponsorship of another party that it does not have; (v) will not be defamatory; (vi) will not contain any virus, trojan horse, malicious code or any other damaging component(s); (vii) will not contain any information or content that is illegal, contrary to any industry code, indecent, obscene, threatening, harassing, discriminatory, in breach of confidentiality, or otherwise objectionable; (viii) will not breach any laws or regulations of the country of the Truecaller Application; and (ix) will at all times comply with the Truecaller Content Rules set out in Appendix 1. Advertiser shall indemnify (and keep fully indemnified) and hold True Software and its affiliated companies harmless against any claim, action, loss, damage or proceedings brought against True Software or its affiliated companies arising from a breach of Advertiser’s obligations under this clause.

10. WARRANTY

Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, undertaking or term expressed or implied is given or assumed by either party. All such warranties, conditions, undertakings, and terms are hereby excluded. Advertiser expressly acknowledges that True Software does not review content or information provided by users of the Truecaller Application and that True Software gives no warranty or undertaking in relation to the display of any such content or information, including in relation to any search results displayed on the Truecaller Application.

11. LIABILITY

Except in respect of death or personal injury caused by True Software’s negligence, True Software shall not be liable to the Advertiser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this agreement, for loss of profit or for any indirect, special or consequential loss or damage, cost, expense or other claim of compensation whatsoever (whether caused by the negligence of True Software, its employees, agents or otherwise) arising from the services provided by True Software pursuant to an Order and the entire liability of True Software in connection with this Agreement shall not exceed the value of the relevant Order.

12. PAYMENT

All amounts due under this Agreement exclude VAT and shall be payable by Advertiser by credit or debit card upon placing the Order. The invoice(s) shall relate to the impressions and services to be delivered during the Campaign Period, the charges for which shall be confirmed in the Platform. True Software’s statistics on click-through rates and impressions shall be the only statistics valid and relevant for the calculation of any amounts due under this Agreement. True Software shall provide evidence of the click-through rates and impressions at the Advertiser’s request. All payment shall be made in the currency as specified in the Platform. True Software shall be entitled to charge the Advertiser interest on any overdue amounts, from the due date up to the date of actual payment, at the rate of 6% per annum.

13. TAXATION

Advertiser confirms that it has a valid VAT identification (ID) number. Advertiser indemnifies True Software for any costs incurred due to Advertiser’s provision of an incorrect VAT ID number. True Software may invoice Advertiser for any VAT payable, if applicable.

14. TERMINATION

This Agreement shall terminate automatically on the expiry of the Campaign Period. True Software shall be entitled to immediately terminate this Agreement by notice in writing and remove any advertisements from its site in the event it deems, in its sole discretion, that it is likely to incur liability as a result of any act or omission of the Advertiser. Either party may terminate this Agreement if: (i) the other party becomes insolvent or is subject to liquidation, administration or any such similar procedure in any jurisdiction; or (ii) the other party commits a material breach of any of its obligations hereunder and fails to remedy such breach within 14 days of receipt of written notice setting forth such breach. If True Software terminates this Agreement pursuant to this clause any monies then already paid to True Software pursuant to this Agreement shall be non-refundable. Any termination of this Agreement for any reason shall be without prejudice to the Advertiser’s obligations pursuant to clause 7, 8 and 9.

15. BREACH

True Software shall not be liable to the Advertiser nor deemed to be in breach of this Agreement due to any delay in performing, or failure to perform, any of True Software’s obligations under this agreement if the delay or failure was due to any cause beyond True Software’s reasonable control including without limitation any act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorism, insurrection, sabotage, civil disturbance; acts, restrictions, regulations, regulations, bye-laws, prohibitions or measures of any kind on the party of any governmental, parliamentary or local authority; strikes, lock-outs or other industrial actions or trade disputes; or telecommunication, internet or power failure.

16. AGENT

True Software shall have the right to perform its obligations or to exercise its rights through its authorised agent or any affiliated company.

17. PROVISIONS

If any provision of this Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected. No failure or delay by True Software in exercising any of its right shall be deemed a waiver of that right, and no waiver by True Software of any breach of the Agreement by the Advertiser shall be considered a waiver of any subsequent breach of the same or any other provision.

18. ENTIRETY

This Agreement and any terms expressly incorporated herein together with the Order contains the entire Agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. Each party confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly been made a representation in this Agreement and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of thisAgreement save that this clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of this Agreement. No amendment to this Agreement shall be binding on the parties unless made in writing and signed by a duly authorised representative of each of the parties. A person who is not a party to this Agreement has no rights to rely upon or enforce any term of this Agreement. Nothing in this Agreement shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.

19. CONFLICT OF TERMS

In the event of any inconsistency between the terms of this Agreement and the Order, the Order shall prevail to the extent of any conflict. In the event of any inconsistency between the terms of this Agreement and the Terms of Service and Privacy Policy, this Agreement shall prevail to the extent of such conflict.

20. NON-DISCLOSURE

Each party undertakes that it will not at any time hereafter use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have come to its knowledge. Neither party shall use any such confidential information except for the performance of this Agreement or make any announcement relating to this Agreement without the prior written approval of the other party.

21. CONSENT

Neither party may assign this Agreement without the prior written consent of the other party, such consent not be unreasonably withheld or delayed, provided that each party shall have the right to assign this Agreement to any subsidiaries and holding companies, and any subsidiaries of any of its holding companies on prior written notice.

22. GOVERNING LAW

This Agreement shall be governed by the laws of Sweden and subject to the exclusive jurisdiction of the Swedish Courts.

APPENDIX 1

Truecaller Content Rules

1. The following categories of advertising are prohibited without Truecaller’s prior written consent:

Advocacy and political advertising
Alcoholic beverages, including mixer products and reduced or low alcohol products
Explicit or violent content
Betting/gambling
Over the counter medical products
Tobacco products
Political messages
Consumer loans or financial services
References to sex & sexuality
Religious content
Sensationalistic content
Sexual & reproductive health
Significant skin exposure

2. The following types of content are prohibited to appear in Advertiser Materials or on landing pages linking from the Advertiser Materials:

Content relating to illegal activity, drug use, drunkenness or impairment, hard language, horror, nudity, sex, or violence;
Content that is defamatory, obscene, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability;
Content that is not appropriate for children who are 13 years old;
Content that is sexually explicit (which includes all content that is classified as adult content from a sexual perspective) or that can otherwise harm children;
Content that includes “news simulation” or ads that might cause an end user to think he or she is watching legitimate news; or
Content that makes claims that might be false, misleading or deceptive.

Versions history

Truecaller Terms and Conditions

Version: 1.1 | Created: May 30, 2018

Self-Serve Advertising Terms and Conditions

This Advertising Program Agreement (the “Agreement”) is entered into by True Software Scandinavia AB where ads are to be placed and aimed at users in the EU, EEA and Switzerland (“EU”) or True Software Services India LLP (each “True Software”) where ads are to be placed and aimed at users outside the EU on the one hand and the entity that accepts these Terms electronically (“Advertiser”). This Agreement governs Advertiser’s participation in the Truecaller Ads Manager program (the “Program”) accessible through the account(s) given to Advertiser in connection with this Agreement in the Self-Serve Truecaller Ads Manager platform (https://adsmanager.truecaller.com/) (the “Platform”). By accessing and using the platform to place ads aimed at users outside the EU the Advertiser agrees to be bound by the following Terms and Privacy Policy and by using the platform to place ads aimed at users in the EU the Advertiser agrees to be bound by the following Terms and Privacy policy. In consideration of the foregoing, the parties agree as follows:

1. ORDERS

Provided that Advertiser has been accepted into the Program by True Software, Advertiser may place an order for ad impressions with True Software through the Platform. True Software fully reserves the right to reject any order placed through the Platform for any reason and in its sole discretion. For the purposes of this Agreement “Order” means an order placed by Advertiser through the Platform which has been accepted by True Software.

2. DELIVERY

Provided that Advertiser is in compliance with this Agreement, True Software shall use commercially reasonable efforts to deliver the impressions set out on the Order but cannot warrant: (i) the number of visitors to the Advertiser’s site as a result, or (ii) the exact times at which the impressions will be delivered. Furthermore the precise quantities per placement are not guaranteed. If True Software does not deliver the number of impressions during the period set out on the Order (the “Campaign Period”), True Software shall refund to Advertiser a pro-rata amount of the relevant fees paid equal to the shortfall of impressions within forty-five (45) days of the expiry of the Campaign Period. At the expiry of the Campaign Period, True Software shall not be obliged to deliver any further impressions regardless of actual delivery. The Advertiser shall deliver to True Software such technical and other materials as True Software may reasonably require from the Advertiser from time to time.

3. CANCELLATION

Advertiser may request cancellation of an Order up to 72 hours before commencement of the Campaign Period in which case True Software will refund the fees already paid pursuant to such Order. Advertiser hereby expressly acknowledges and agrees that if it wishes to cancel an Order within 72 hours of the commencement of the Campaign Period, True Software will not be obliged to refund any fees paid by the Advertiser in respect of such Order.

4. REMOVAL

Notwithstanding True Software’s acceptance and execution of the Order, True Software may remove or refuse to publish or link to any material which is in its sole discretion considered defamatory, misleading, abusive, unlawful, or otherwise inappropriate or that promotes competitive services.

5. RESTRICTION

Where applicable, True Software may restrict or discontinue the delivery of any emails or other communications to any or all users containing advertisements or promotions featuring Advertiser:

(a) if True Software is satisfied in its reasonable judgement that to send such emails to users may expose True Software or Advertiser to the risk of sanctions under applicable laws or regulations, including laws relating to data protection; or

(b) if any individual user has opted out or otherwise indicated to True Software that he or she does not want to receive any advertisements or promotions for services provided by any company other than True Software or its affiliated companies.

6. LICENSE

Advertiser grants True Software a non-exclusive, royalty-free, world-wide licence to use, reproduce and display the Advertiser logo, content, code and material provided by or on behalf of the Advertiser (“Advertiser Materials”) on the Platform and any True Software marketing materials in the form provided by Advertiser, and shall not make any changes to Advertising Materials save for any formatting changes necessary for display on the Truecaller Application or other agreed changes. For the purposes of this Agreement “Truecaller Application” means the callerID, spam blocking and people search mobile application developed and operated by True Software.

7. RIGHTS

Except as otherwise provided in this Agreement, as between True Software and Advertiser: (i) True Software retains all right, title and interest in and to all intellectual property rights embodied in or associated with the True Application and Platform, and all True Software services and (ii) Advertiser retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Advertiser Materials.

8. INDEMNITY

The Advertiser shall indemnify (and keep fully indemnified) and hold True Software and its affiliated companies harmless against any claim, action, loss, damage or proceedings brought against True Software or its affiliated companies relating to: (i) the Advertiser Materials, (ii) any content, claim or promise on the Advertiser’s site, (iii) any complaints arising from Advertiser’s customers regarding the goods and/or services supplied by Advertiser on Advertiser’s site and (iv) any breach of a representation or warranty made by Advertiser in this agreement.

9. INFRINGEMENT

Advertiser warrants and shall ensure that (a) the Advertiser Materials and (b) all goods or services supplied by Advertiser on Advertiser’s site: (i) will not infringe the rights of any third party; (ii) will not link to products or services that infringe the rights of any third party (including but not limited to unlawful and counterfeit items); (iii) will be up-to-date, true, correct and accurate; (iv) will not be misleading, deceptive, involve any misrepresentation, or imply or represent that any party has approval or sponsorship of another party that it does not have; (v) will not be defamatory; (vi) will not contain any virus, trojan horse, malicious code or any other damaging component(s); (vii) will not contain any information or content that is illegal, contrary to any industry code, indecent, obscene, threatening, harassing, discriminatory, in breach of confidentiality, or otherwise objectionable; (viii) will not breach any laws or regulations of the country of the Truecaller Application; and (ix) will at all times comply with the Truecaller Content Rules set out in Appendix 1. Advertiser shall indemnify (and keep fully indemnified) and hold True Software and its affiliated companies harmless against any claim, action, loss, damage or proceedings brought against True Software or its affiliated companies arising from a breach of Advertiser’s obligations under this clause.

10. WARRANTY

Except as expressly provided in this Agreement and to the extent permitted by law, no warranty, condition, undertaking or term expressed or implied is given or assumed by either party. All such warranties, conditions, undertakings, and terms are hereby excluded. Advertiser expressly acknowledges that True Software does not review content or information provided by users of the Truecaller Application and that True Software gives no warranty or undertaking in relation to the display of any such content or information, including in relation to any search results displayed on the Truecaller Application.

11. LIABILITY

Except in respect of death or personal injury caused by True Software’s negligence, True Software shall not be liable to the Advertiser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this agreement, for loss of profit or for any indirect, special or consequential loss or damage, cost, expense or other claim of compensation whatsoever (whether caused by the negligence of True Software, its employees, agents or otherwise) arising from the services provided by True Software pursuant to an Order and the entire liability of True Software in connection with this Agreement shall not exceed the value of the relevant Order.

12. PAYMENT

All amounts due under this Agreement exclude VAT and shall be payable by Advertiser by credit or debit card upon placing the Order. The invoice(s) shall relate to the impressions and services to be delivered during the Campaign Period, the charges for which shall be confirmed in the Platform. True Software’s statistics on click-through rates and impressions shall be the only statistics valid and relevant for the calculation of any amounts due under this Agreement. True Software shall provide evidence of the click-through rates and impressions at the Advertiser’s request. All payment shall be made in the currency as specified in the Platform. True Software shall be entitled to charge the Advertiser interest on any overdue amounts, from the due date up to the date of actual payment, at the rate of 6% per annum.

13. TAXATION

Advertiser confirms that it has a valid VAT identification (ID) number. Advertiser indemnifies True Software for any costs incurred due to Advertiser’s provision of an incorrect VAT ID number. True Software may invoice Advertiser for any VAT payable, if applicable.

14. TERMINATION

This Agreement shall terminate automatically on the expiry of the Campaign Period. True Software shall be entitled to immediately terminate this Agreement by notice in writing and remove any advertisements from its site in the event it deems, in its sole discretion, that it is likely to incur liability as a result of any act or omission of the Advertiser. Either party may terminate this Agreement if: (i) the other party becomes insolvent or is subject to liquidation, administration or any such similar procedure in any jurisdiction; or (ii) the other party commits a material breach of any of its obligations hereunder and fails to remedy such breach within 14 days of receipt of written notice setting forth such breach. If True Software terminates this Agreement pursuant to this clause any monies then already paid to True Software pursuant to this Agreement shall be non-refundable. Any termination of this Agreement for any reason shall be without prejudice to the Advertiser’s obligations pursuant to clause 7, 8 and 9.

15. BREACH

True Software shall not be liable to the Advertiser nor deemed to be in breach of this Agreement due to any delay in performing, or failure to perform, any of True Software’s obligations under this agreement if the delay or failure was due to any cause beyond True Software’s reasonable control including without limitation any act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorism, insurrection, sabotage, civil disturbance; acts, restrictions, regulations, regulations, bye-laws, prohibitions or measures of any kind on the party of any governmental, parliamentary or local authority; strikes, lock-outs or other industrial actions or trade disputes; or telecommunication, internet or power failure.

16. AGENT

True Software shall have the right to perform its obligations or to exercise its rights through its authorised agent or any affiliated company.

17. PROVISIONS

If any provision of this Agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected. No failure or delay by True Software in exercising any of its right shall be deemed a waiver of that right, and no waiver by True Software of any breach of the Agreement by the Advertiser shall be considered a waiver of any subsequent breach of the same or any other provision.

18. ENTIRETY

This Agreement and any terms expressly incorporated herein together with the Order contains the entire Agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement. Each party confirms that, in agreeing to enter into this Agreement, it has not relied on any representation save insofar as the same has expressly been made a representation in this Agreement and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of thisAgreement save that this clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of this Agreement. No amendment to this Agreement shall be binding on the parties unless made in writing and signed by a duly authorised representative of each of the parties. A person who is not a party to this Agreement has no rights to rely upon or enforce any term of this Agreement. Nothing in this Agreement shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.

19. CONFLICT OF TERMS

In the event of any inconsistency between the terms of this Agreement and the Order, the Order shall prevail to the extent of any conflict. In the event of any inconsistency between the terms of this Agreement and the Terms of Service and Privacy Policy, this Agreement shall prevail to the extent of such conflict.

20. NON-DISCLOSURE

Each party undertakes that it will not at any time hereafter use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may have come to its knowledge. Neither party shall use any such confidential information except for the performance of this Agreement or make any announcement relating to this Agreement without the prior written approval of the other party.

21. CONSENT

Neither party may assign this Agreement without the prior written consent of the other party, such consent not be unreasonably withheld or delayed, provided that each party shall have the right to assign this Agreement to any subsidiaries and holding companies, and any subsidiaries of any of its holding companies on prior written notice.

22. GOVERNING LAW

This Agreement shall be governed by the laws of Sweden and subject to the exclusive jurisdiction of the Swedish Courts.

APPENDIX 1

Truecaller Content Rules

1. The following categories of advertising are prohibited without Truecaller’s prior written consent:

Advocacy and political advertising
Alcoholic beverages, including mixer products and reduced or low alcohol products
Explicit or violent content
Betting/gambling
Over the counter medical products
Tobacco products
Political messages
Consumer loans or financial services
References to sex & sexuality
Religious content
Sensationalistic content
Sexual & reproductive health
Significant skin exposure

2. The following types of content are prohibited to appear in Advertiser Materials or on landing pages linking from the Advertiser Materials:

Content relating to illegal activity, drug use, drunkenness or impairment, hard language, horror, nudity, sex, or violence;
Content that is defamatory, obscene, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability;
Content that is not appropriate for children who are 13 years old;
Content that is sexually explicit (which includes all content that is classified as adult content from a sexual perspective) or that can otherwise harm children;
Content that includes “news simulation” or ads that might cause an end user to think he or she is watching legitimate news; or
Content that makes claims that might be false, misleading or deceptive.

Versions history

DanAds Terms & Conditions and Privacy Policy

Version: 1 | Created: May 24, 2018

DanAds International AB

Version: 2018-04-27

General Terms & Conditions

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 DanAds International AB (“DanAds”), a company incorporated under the laws of Sweden with Swedish company registration VAT number. 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 credit card the cost of each Ad Campaign that is bought via the Service.

5.2 The Customer acknowledges and agrees upon that DanAds doesn’t store Credit card details. All Credit card details are stored secured via a Third Party Services called Adyen https://www.adyen.com/

5.3 Payment with a credit card. In DanAds the Site will charge the credit card directly when the Customer pays for the Ad Campaign.

5.4 In case an Ad Campaign is cancelled by Site, Third Party Site or DanAds a refund will be payed to the Customer. The refund will be calculated on the amount of impressions left for the Ad Campaign booked period.

5.5 In case an Ad Campaign underlived the impressions that was booked by the Customer a refund will be payed to the Customer. The refund will be calculated on the amount of impressions left for the Ad Campaign booked period.

5.6 The Customer acknowledges and agrees that Site, Third Party Site or DanAds will be hold 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 http://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.

Versions history

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