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When you place your order, and your order is not rejected by SeenThis, you enter into an agreement between you (“Customer”, “you”or “your”) and SeenThis AB (“SeenThis”, “we”, “us” or “our”). You agree that the terms and conditions set forth herein govern your order(s) placed (together the “Agreement”), and your professional use of services provided under this Agreement by SeenThis for your business activities.
By placing your order, you appoint SeenThis to provide the Services against your payment of fees as stated by your order.
SeenThis offers a website optimizer service which formats material, for example images or other website content, provided by you (“Raw Material”), enabling such formatted material (“Formatted Material”) to be displayed on website(s) (the “Services”). SeenThis’ formatting, optimizing and hosting technology, including the video player, image loader and tracker used by SeenThis to measure data usage, and other technology or information to optimize material, is referred to below as the “Technology".
The Customer shall enable the Service by implementing the Technology on the relevant website(s) (“Website(s)”), according to instructions provided by SeenThis from time to time. After implementation, the Raw Material will be formatted by the Technology when possible, and the Formatted Material will be hosted by SeenThis. SeenThis may use sub-contractors for the provision of Services.
The Customer agrees to not use the Technology for websites or website content which violates any applicable law, rules or regulations, or is inaccurate, misleading, abusive, obscene, threatening, defamatory, offensive, unethical or otherwise inappropriate. The Customer may not, without SeenThis’ prior written approval, make available the Technology to any third parties.
If you act as an intermediary on behalf of another party, you are liable for the other party’s acts and omissions in connection to use of the Services as if such acts or omissions were performed by you.
The Customer represents and warrants that (i) the Raw Material is free from viruses and other harmful components, (ii) it has the legal rights to use and display the Raw Material through the Services, (iii) the Raw Material does not infringe any third party rights, (iv) the Raw Material does not violate any applicable law, rules or regulations, or is inaccurate, misleading, abusive, obscene, threatening, defamatory or otherwise inappropriate, (v) it has valid legal basis for the processing of any personal data contained in the Raw Material or otherwise in connection to use of the Services, and (vi) it has the rights to implement the Technology on the Website(s).
Further, you (vii) represent and warrant that you perform your business activities lawfully and that you will not use the Services to enable or benefit any prohibited or restricted business as defined here: https://stripe.com/en-gb-se/legal/restricted-businesses , including use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), the European Union or the United Nations.
If SeenThis reasonably believes that the Customer is not compliant with points (i)-(vii) or Section 1 above, SeenThis may immediately upon written notice to the Customer exclude such Raw Material or Website(s) from the Services, or suspend the Service.
The Customer agrees to defend, indemnify and hold SeenThis harmless from and against all losses, claims and expenses, including attorney or legal fees, relating to the Customer’s breach of its representations and warranties.
Except with respect to liability arising out of breach of Customer’s representations and warranties, and in cases of gross negligence or wilful misconduct, the Customer, its officers, directors, shareholders, employees, agents, successors or assigns will not be liable for any special, indirect, incidental, consequential or punitive damages or losses, loss of revenue, profit, savings or business or damage to any computer hardware or software, loss of data or other intangible losses (such as goodwill, etc.).
Except as expressly set out by this Agreement, the Services are provided “as is” and “as available” without any express or implied warranty or representation whatsoever that they will be performed uninterrupted, timely, secure, error-free or that any third-party content provided will be free of viruses or other harmful components. SeenThis disclaims all liability for the Services (to the extent possible under applicable mandatory law) and makes no warranties, express or implied, regarding the Services’ functionality and accessibility. SeenThis makes no warranty of merchantability or fitness for a particular purpose, whether expressed or implied, and does not warrant that the Technology is possible to implement on all platforms.
SeenThis may use sub-contractors for the provision of the Services. Subject to the terms of this Agreement, SeenThis shall be responsible for acts and omissions of any sub-contractors engaged as if they were acts and omissions of SeenThis own. Notwithstanding the foregoing, SeenThis shall not be responsible for acts or omissions or have any liability for (i) sub-contractors providing hosting services for the Raw Material or Formatted Material (including but not limited to the availability of any cloud hosting platform) as engaged by SeenThis from time-to-time, or (ii) sub-contractors providing content delivery networks (CDN) as engaged by SeenThis from time-to-time.
Except in the event of gross negligence or wilful misconduct SeenThis, its officers, directors, shareholders, employees, agents, successors or assigns shall not be liable for any special, indirect, incidental, consequential or punitive damages or losses, loss of revenue, profit, savings or business or damage to any computer hardware or software, loss of data or other intangible losses (such as goodwill, etc.).
Except in the event of gross negligence or wilful misconduct, SeenThis’ aggregate and total liability in relation to this Agreement shall in no event exceed an amount equal to the total amounts actually paid for the Services giving rise to the liability during the three (3) months immediately preceding the event giving rise to the liability to which the claim relates.
SeenThis acknowledges that nothing shall give SeenThis any right, title or interest in or to the Customer’s intellectual property rights, including the Raw Material, other than the rights to use such Raw Material as necessary to perform the Services. By using the Service, the Customer grants SeenThis a royalty-free right to use the Raw Material for purposes of delivering the Service.
The Customer acknowledges that nothing shall give the Customer any right, title or interest in and to SeenThis’ intellectual property rights, including any rights to the Technology or other SeenThis functionalities or any third-party functionalities licensed by SeenThis or any material provided by SeenThis.
SeenThis retains all ownership and intellectual property rights to anything developed by SeenThis and provided to or accessed by the Customer. The Customer warrants that it will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets related to the Service.
For the provision of the Services, the Customer shall pay to SeenThis a fee as specified by your order (“Fee”). When you place an order, you confirm the accuracy of details (including payment details) you provide, and agree to keep them up to date during the term of this Agreement.
Payments to us are primarily made through a third party payment service (Stripe Inc. or its affiliates). We are not responsible for the payment process or any charges requested by such third party, or for such third party’s compliance with their terms or policies provided to you in checkout. If you believe that a third party payment service provider has failed to comply with their obligation to you, you should contact the third party payment service provider directly.
You agree to provide us, or the third party payment service provider (as applicable) with payment details (e.g. a valid credit/debit card or billing information). You confirm that you are authorized to use any credit/debit card or payment information you provide, and you agree to keep your payment details updated. For the execution of a series of payment transactions you will only have to provide your authorisation of the first transaction which will then cover the subsequent transactions.
You authorize SeenThis to charge the provided credit/debit card or other agreed payment method the fees agreed by your order of Services, including charge of recurring fees or renewal/upgrade/overage charges, and including initiating payments from your credit/debit card.
Unless you pay by credit/debit card or other direct payment method, or if your credit/debit card payment or other direct payment method fails, payments shall be made by you to SeenThis within thirty (30) days from the date of invoice. Invoices shall be sent to your e-mail address as set out when placing the order. In the event of your late payment, SeenThis shall be entitled to late payment interest at a rate of 8 % plus the Swedish Riksbank’s reference rate per annum.
Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases.
For the duration of this Agreement, if any confidential information is shared between the parties, and for as long as the confidential information remains confidential, SeenThis and the Customer undertake not to disclose any confidential information received from the other to any third party, unless the information becomes publicly known or if a party is obliged to disclose the information under law.
Notwithstanding the above, SeenThis is allowed to disclose confidential information received from the Customer to third parties (including sub-contractors) for the purposes of delivering the Services or otherwise fulfilling its obligations under this Agreement.
Confidential information shall mean information about a party’s business affairs, services, trade secrets, third-party confidential information and other sensitive or proprietary information, whether in written or oral form, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, that a party receives from the other party as a result of the parties’ commercial relationship under this Agreement.
The processing of personal data by SeenThis on your behalf is subject to the data processor agreement available here: https://SeenThis.co/uploads/seenthis-dpa.pdf (“Data Processor Agreement”). The Data Processor Agreement shall be updated from time to time to reflect any amendment or update as may be required to reflect our data processing on your behalf or to meet legal or regulatory requirements.
This Agreement is valid for the order which this Agreement accompanies, and is effective upon you placing an order for the Services and SeenThis subsequent confirmation of your order. Services shall be provided for the period specified by your order.
SeenThis reserves the right to suspend your access to the Services if we reasonably believe that there is a significant threat to the functionality, security, integrity, or availability of the Services.
A party to this Agreement may terminate this Agreement with immediate effect if:
(a) the other Party has committed a material breach of this Agreement (which shall include, but not be limited to, failure to timely pay any Fees in full) and has not rectified such breach within thirty (30) days after receipt of a written notice specifying the breach; or
(b) the other Party has committed a material breach of this Agreement which is incapable of being remedied within thirty (30) days; or
(c) the other Party (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law which is not unfounded, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.
If the Customer terminates this Agreement due to a material breach by SeenThis the Customer shall have a right to a pro rata refund for any pre-paid Fees for the relevant term.
Upon termination each Party shall return or, upon request, destroy, the other Party’s Confidential Information received hereunder. Specifically, the Customer shall (i) return or, upon request, destroy any information relating to the Technology, including but not limited to the instructions on implementation, (ii) remove or delete any code provided by SeenThis as part of the Technology and (iii) remove all implemented Technology from its Website(s).
The Customer shall pay to SeenThis any outstanding Fees at the time of termination. SeenThis may thus issue a final invoice following termination.
Provisions relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive shall survive the termination or expiration of this Agreement.
Neither Party will be liable for any delay in performing or failure to perform any obligation under this Agreement (save for a payment obligation), to the extent that the delay or failure results from events or circumstances outside its reasonable control, including but not limited to war, riot, strike, lockout, or any other industrial action, fire, earthquake, flood, pandemics, epidemics or substantial structural changes in the infrastructure for how material such as the Formatted Material is delivered. If any such event occurs the Party affected shall, as soon as possible, notify the counterparty of the occurrence of the event. The foregoing notwithstanding, in the event of a delay exceeding thirty (30) days, either Party may terminate this Agreement forthwith on written notice to the other.
You may not without our prior written consent assign this Agreement or give or transfer the Services, or any interest in the Services, to another individual or entity.
Except for actions of nonpayment or breach of SeenThis’ proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
All notices to SeenThis under this Agreement shall be sent to the following email address: firstname.lastname@example.org or any other address or email address that SeenThis may inform you of.
This Agreement incorporates the documents to which it refers. All arrangements, commitments or undertakings in connection with the subject matter of this Agreement (whether written or oral) outside of this Agreement, referred documents or the order which it accompanies, are superseded by the Agreement.
Should any provision of this Agreement be held to be unlawful, invalid or unenforceable, such provision(s) shall not render the remaining provisions of this Agreement invalid or unenforceable, which will remain in full force and effect, and the application of that provision shall be enforced to the extent permitted by law.
This Agreement shall be governed by and interpreted in accordance with the substantive laws of Sweden, with exception of its conflict of laws rules. Any dispute, controversy or claim arising out of or in connection with these Terms & Conditions, or the breach, termination or invalidity thereof, shall primarily be resolved by negotiations between you and SeenThis. All disputes arising out of or in connection with this Agreement, which are not resolved through negotiations between the Parties, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”) unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the general Arbitration Rules shall apply.
The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed by the Parties.
Notwithstanding the above, SeenThis has the right to submit to a court of competent authority and jurisdiction any claim relating to the payment for overdue claims.