following capitalized terms shall have the following meaning.
1.1 “Ad Account” means a predefined advertising account registered with Strevio and associated with the advertising account(s) on Facebook.
1.2 “Advertising Spend” means all charges payable by the Customer for all advertising conducted with respect to an Ad Account in Facebook and regardless of whether the Customer conducted advertising campaigns using the Service or not.
1.3 “Affiliate” means an entity which is a subsidiary or parent of, or under common control with, the Party.
For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty (50) per cent or more of the voting shares in such entity, or that other entity is able to direct the Party’s affairs or is able to appoint a majority of the members of the board of directors or an equivalent body.
1.5 “Content” means any advertising content created by or on behalf of Customer for an advertising campaign or otherwise.
1.6 “Facebook” means the social media site known as Facebook and all advertising platforms in
Facebook’s ecosystem including but not limited to Facebook, Instagram, Messenger and Whatsapp and Facebook audience network.
1.8 “Party” means Strevio or Customer separately. Customer and Strevio together are referred to as the “Parties”.
1.9 “Service” means the provision of Strevio Software available on a software as a service (SaaS) basis via the Internet on Strevio’s tool and website and/or by any other means via which the service is made available or can be used as well as any ancillary services that may be available and provided by Strevio in relation to Strevio Software. In addition, the Service ncludes Strevio’s support center documentation, support chat and newsletter, which contain information about the Service such as information on updates and new features in the Service.
1.10 “Strevio Software” means Strevio’s proprietary advertising software, including any changes,
updates, upgrades, modifications and enhancements made thereto, and any related modules, addons, tools, browser plugins and applications as well as any documentation relating thereto all of the foregoing to the extent offered by Strevio.
2.1 The Service consists of SaaS advertising tools and documentation provided by Strevio, and used by Customer via the Internet. The Service may be used by Customer to create, manage and optimize advertising campaigns on Facebook. The Service is described in more detail in the support center and in the platform description which may be updated from time to time by Strevio and is available at https://strevio.com/tos
2.2 The Service is designed to help the Customer in creating, managing and optimizing its advertising campaigns but the Customer remains responsible for how the Customer uses the Service and for achieving the intended goals and results of Customer’s advertising campaigns.
Strevio’s Service operates between the Customer and Facebook platform on which the advertising campaigns are being conducted, and it is the responsibility of the Customer to ensure that the output and results of the Service meet Customer’s expectations and requirements.
2.3 Strevio is entitled to produce the Service as it deems appropriate. The Service and Facebook are constantly evolving and, as a result, the features made available on the Service may change. In the event of any substantial or major change to the Service, Strevio will inform the Customer on its website at http://strevio.com/ or via the Service (e.g., in the platform, via the support center or by email to the email address on record with Strevio).
2.4 Strevio may provide assistance to the Customer upon request and provide support via chat in our tool. If required, the Customer must allow Strevio to access the necessary information. If requested by the Customer or with the Customer’s approval, Strevio’s personnel may modify Customer’s advertising campaigns and other settings via Customer’s Ad Accounts based on mutually agreed instructions.
2.5 The Service does not include, and Strevio does not offer, any telecommunication or networking services or equipment, security services or systems, or hardware or other equipment. If Customer requires any of the foregoing, Customer must obtain such systems, services and equipment at its own expense from third party vendors.
2.6 The Customer undertakes not to use the Service for any unlawful purposes. The Customer also undertakes to comply with Strevio’s reasonable directions and requests related to the Service.
2.7 The Customer is responsible for complying with all laws, rules and regulations applicable to Customer, including all laws, rules and regulations related to advertising and conducting advertising campaigns.
- Registration and trial period
3.1 Unless otherwise agreed, the Customer shall register on https://app.strevio.com/ before commencing the use of the Service. In connection with the registration, the Customer shall sign up to the Service and authorize Strevio’s access to the Customer’s Facebook accounts and to all the information therein and the Customer shall register the Ad Accounts with the Service. Strevio shall confirm Customer’s registration and the Ad Accounts in due course after having received the registration. The Customer may add and remove its Ad Accounts in the Service.
3.2 In order to use the Service, the Customer is required to complete an online registration. Customer is entitled to use the Service free of charge for a 14 day trial period. The trial period starts on the first day the Service is used by the Customer or when otherwise agreed in writing. The Customer’s right to use
- Rights of Use and Proprietary Rights
4.1 Subject to the Customer’s compliance with all the terms of this Agreement, Strevio grants to the Customer a non-exclusive, non-transferable, limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the registered predefined Ad Accounts in Facebook.
4.4 If the Customer comments the Service or provides suggestions or ideas for improving the Service, notwithstanding anything stated to the contrary in this Agreement, the Customer agrees that all such comments, suggestions and ideas thereof will be fully assigned to Strevio and hence Strevio shall own all rights to use and incorporate them into its product offerings.
4.5 For the avoidance of doubt, if the Service includes third-party solutions for which the Customer has a direct contractual relationship with the providers of these third-party solutions (such as Facebook or other marketing platform or mobile measurement providers) regardless of anything to the contrary stated herein, their use shall be exclusively governed by their provider’s terms and conditions in their standard form, or as negotiated between the Customer and such third party, applicable to such solutions. This Agreement does not modify or amend, and is not in lieu of, any terms, policies or rules of Facebook or any other third-party provider used by Customer.
5.1 Strevio’s fee is a defined percentage of Customer’s Advertising Spend per Ad Account(s) with the aforesaid percentage and the monthly minimum fee defined in the price list made publicly available at http://strevio.com/pricing. The fee shall be calculated and invoiced after each calendar month based on the Customer’s Advertising Spend. For the first month of use, at least a monthly minimum fee is charged if Customer’s free trial period had expired before end of the calendar month and the Customer 4 (12) continued to use the Service after such trial period. Any additional work referred to in Section 2.4 above shall be charged separately on a time and material basis as agreed separately by the Parties in writing.
5.2 If the Agreement is terminated as described hereinafter in Section 9, for the last month of use, at least a monthly minimum fee is charged if the Agreement had terminated before end of the calendar month.
5.3 Strevio may change the fees from time to time upon 30 days prior notice. The change shall not affect the fees for invoicing periods commenced before the effective date of the change. In case of a price change the Customer shall be entitled to terminate this Agreement to end on the effective date of the price change by notifying Strevio thereof in writing.
5.4 The fees for the Service are invoiced monthly in arrears via credit card or invoice, depending on the payment method offered by Strevio at the time and chosen by the Customer. Customer shall remit payment 14 days net from the date of invoice. Interest on delayed payments accrues at 12% per annum or the maximum legal interest rate for late payment, whichever is less.
5.5 The fees are exclusive of VAT and any other governmental taxes and levies. The Customer shall be solely responsible for VAT and other taxes and levies imposed on the Customer by applicable laws and authorities in relation to the fees.
6.1 Strevio endeavours to make commercially reasonable efforts to ensure that the Service will be available for use on a 24/7 basis excluding temporary maintenance, updating and repairs. Strevio does not assume any liability for usage interruptions or breaks, but it endeavours to inform the Customer of Service issues whenever reasonably possible. Strevio does not warrant that the Service will be uninterrupted or error-free. However, Strevio agrees to use commercially reasonable efforts to be at Customer’s disposal in order to support the Customer and to correct any material error or deficiency in the Service.
6.3 The Customer acknowledges that the use of the Service is dependent on Facebook in which Customer’s advertising campaigns are carried out and that the actions of the Customer and third-party data providers may also affect the use of the Service. Strevio does not accept any liability for the operation and function of any Customer or third-party products, services, actions or omissions, including, but not limited to, those of third-party data providers, Facebook or any third party that operates in or with Facebook.
6.4 TO THE EXTENT ALLOWED BY MANDATORY LAW, Strevio DOES NOT HAVE ANY OTHER RESPONSIBILITY OR LIABILITY FOR THE SERVICE. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND Strevio EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED THE WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, CORRECTNESS AND FITNESS FOR A
- IPR Indemnification and Limitation of Liability
7.1 Provided that the Customer remains in compliance with this Agreement, Strevio will defend or settle any claim made against the Customer for any intellectual property rights violation relating to the Service arising solely from the actions for which Strevio is legally responsible. Customer agrees 5 (12) i) to promptly notify Strevio in writing of any such claim, ii) to allow Strevio to have sole control over the defence, litigation and/or settlement of any such claim and iii) to cooperate with Strevio in the investigation, defence and settlement thereof. Strevio shall indemnify Customer for such claim by paying the costs and reasonable attorneys’ fees Customer incurs as a results of such claim, including damages awarded to such third party in a judgment finally awarded against Customer or settlement approved by Strevio. If such claim is made or, in Strevio’s opinion, is likely to be made, then Strevio may, at its sole discretion, (i) modify the Service or if it’s not commercially reasonable for Strevio to modify the Service, (ii) terminate the Service and/or the Agreement with immediate effect. In no event shall the termination of the Service or the Agreement due to infringement relieve Strevio from its obligation to defend and indemnify Customer as set forth herein. Strevio shall not settle any claim on behalf of Customer without Customer’s prior written consent if the settlement requires any admission of fault by Customer.
7.3 Strevio shall have no obligations under this Section 7 to the extent any infringement claim arises from: a) the Customer’s combination of the Service with other software or services or Customer’s modification to any part of the Service or Customer’s violation of Section 4.2 if such claim would not have been made but for Customer’s combination or modification or Customer’s violation of Section 4.2; or b) information or materials provided by the Customer and used by Strevio for the performance of the Service in accordance with this Agreement or c) the Content.
7.4 The foregoing remedies constitute Customer’s sole and exclusive remedies and Strevio’s entire liability with respect to third party infringement claims.
7.6 EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT MAY NOT IN ANY CALENDAR YEAR STARTING FROM THE DAY THE CUSTOMER STARTED USING THE SERVICE EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES RECEIVED BY Strevio FROM THE CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
7.7 THE LIMITATIONS SET FORTH ABOVE IN SECTION 7.5 AND 7.6 SHALL NOT APPLY TO (i) A VIOLATION OF SECTION 4.2; OR (ii) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 7.1 AND 7.2.
8.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential, and may not use such material or information of the other Party for any purpose other than for the proper fulfilment of the Agreement. The confidentiality and non-use obligations shall not, however, be applied to material and information: (a) which is generally available or otherwise public; or (b) which the receiving Party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto or breach of confidentiality obligations.
8.2 Notwithstanding the confidentiality provisions, Strevio may collect and analyse the Customer’s advertising spend data and trends but may only disclose this Customer data if the data is de-identified or if it is not attributable to any individual or company. In addition, Strevio may collect, analyze, and use aggregated, de-identified technical data and related information (such as product or feature usage, device metrics/metadata etc.) to facilitate market research and analysis, quality control, product development/improvement and to provide support and maintenance services. Strevio may use, store, or disclose such information or material derived from such information, as long as it is in a form that does not identify or is not attributable to any individual or company.
8.3 Each Party shall promptly upon termination of the Agreement (or when the Party no longer needs the material or information in question for the purposes of the Service) cease using confidential material and information received from the other Party and, unless the Parties separately agree on destruction of such material, return the material in question (including all copies thereof). Each Party shall, however, be entitled to retain the copies required by law or regulations and Strevio may use information in the connection with Section 8.2.
8.4 The confidentiality and non-use obligations set out herein will remain in force for five (5) years from the disclosure of each respective confidential material and/or information except that the foregoing time limit shall not apply to trade secrets.
- Term and termination
9.1 Customer may terminate the Agreement and the use of the Service with immediate effect at any time by a prior written notice (email being sufficient) to the account manager assigned to Customer or to firstname.lastname@example.org, in which case Strevio shall send the Customer a written confirmation regarding termination without undue delay. Upon termination Strevio shall end charging of the Customer. However, at least a monthly minimum fee is charged if the Agreement has been terminated before the end of the calendar month.
9.2 Strevio may terminate the Agreement and the use of the Service for convenience upon 30 days prior written notice by email.
9.3 Either Party may terminate this Agreement with immediate effect, if the other Party is in material breach of its obligations hereunder and fails to remedy such breach within 14 days written notice given by the non-breaching Party.
9.4 Upon expiration or termination of this Agreement, the Customer is obliged to cease the use of the Service and shall return or, upon Strevio’s request, destroy Strevio’s material in its possession and upon Strevio’s request confirm in writing that it has complied with the aforesaid.
9.5 Upon termination for whatever reason, no paid fees will be returned by Strevio, and the Customer is obliged to pay the fees past due at the effective date of such termination. In the event that fees are not fully paid when due or the obligations set out in this Agreement are not otherwise followed by the Customer, Strevio reserves the right to terminate the Customer’s right to use the Service with immediate effect. 7 (12)
- Processing of data
10.1 The Customer expressly acknowledges and agrees that it is Customer’s obligation to observe and to comply with any and all privacy and data protection laws (including but not limited to EU General Data Protection Regulation, GDPR), regulations and terms applicable to information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context (“Personal Data”) contained in the materials provided by the Customer for the purposes of the Service regardless of the country/state in which the Customer is based. The above mentioned includes, but is not limited to, complying with terms and restrictions related to Customer’s use of customer/contact databases and complying with any applicable privacy policies and cookie optin policies.
- Applicable law and dispute resolution
11.1 The Agreement will be governed by the laws of Finland excluding its provisions relating to the choice of law.
11.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach,
termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Bosnian Chamber of Commerce. The proceedings shall take place in the English language in Mostar, Bosnia and Herzegovina.
11.3 Existence of arbitral proceedings, the proceedings, any material presented or drafted in relation to the proceedings and the verdict shall be considered as confidential information under this Agreement
- General Provisions
12.1 Strevio is entitled to change the working methods, hardware, data communication links, software, user interface or other system components used in the providing the Service. Strevio may also use subcontractors
12.2 Strevio is entitled to use Customer’s name and logo as a reference for advertising purposes.
12.3 Neither Party may assign this Agreement without other Party’s prior written consent. Parties shall, however, be entitled to assign this Agreement in whole or in part to its Affiliates and in the connection with a merger or acquisition process including but not limited to the transfer of business and/or any other corporate transaction or restructuring.
12.4 No provision or right under this Agreement shall be considered waived without an explicit written statement or agreement signed by the waiving Party in each specific case. A waiver of any term, provision or right under this Agreement shall not be construed as a waiver of any other term, provision or right hereunder.8 (12)
12.5 Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.
12.6 This Agreement and the information submitted by the Customer during the registration process for the Service constitute the entire agreement with respect to its subject matter and replaces and supersedes any prior written and/or verbal communications.
12.7 If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.