Self-Serve Advertising Terms and Conditions
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
True Software shall have the right to perform its obligations or to exercise its rights through its authorised agent or any affiliated company.
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.
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
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.
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.
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
- 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.