01 · Terms and conditions of sale
Terms and conditions of sale
The purpose of this document is to set out the TERMS AND CONDITIONS OF SALE (hereinafter, the “Conditions”) of the direct and programmatic advertising services offered by SEEDTAG ADVERTISING, S.L. (hereinafter, “Seedtag”),
The provisions set forth herein shall govern the relationship between Seedtag and the Agency or the Advertiser (hereinafter, the “Client”) contracting with Seedtag.
The relationship between the Parties shall also be governed by the following documents that the Parties may have entered into and that are incorporated into these Conditions by means of this reference (hereinafter, the « Incorporated Documents »):
– The quotation sent by Seedtag to the Client (hereinafter, the “Quotation”).
– The purchase order signed by the Parties, if any (hereinafter, the “Purchase Order”).
– The Client’s terms and conditions, in the event the Purchase Order refers to them (hereinafter, the “Client’s Terms and Conditions”).
In the event of any conflict between these Conditions and the Incorporated Documents or between any of the Incorporated Documents, the prevalence shall respect the following order:
- The Conditions.
- The Quotation.
- The Purchase Order.
- The Client’s Terms and Conditions.
Notwithstanding the foregoing, the Parties may expressly agree in the Quotation and/or in the Purchase Order on specific terms that may modify these Conditions. Under no circumstances may said modifications determine the preferential application of the Client’s terms and conditions over the present Conditions or over the rest of the Incorporated Documents.
The original version of these Conditions is drawn up in English, and the English version of these Conditions shall prevail in the event of any conflict with any version of these Conditions or portion thereof that has been translated into another language (including Spanish).
02 · Intellectual property
- Each Party acknowledges the ownership of the other Party or of any other third party over all their intellectual, industrial and any other similar property rights over trademarks, logos, trade names, visual and sound content, domain names, software applications, and any other elements, creations, inventions or distinctive signs of their property. In particular, the Client acknowledges Seedtag’s or, where applicable, any other third-party’s ownership over the Seedtag Technology.
- Client hereby authorizes Seedtag to use the Advertising Materials used during a specific Campaign, once the Campaign has ended in the target territory, for the promotion of Seedtag’s services and activities. In particular, the Client authorizes Seedtag to use and include in its professional presentations and portfolios, as well as on its website and/or platforms and social networks, images, screenshots or video captures reproducing the Advertising Materials in whole or in part. The authorizations and/or assignments set forth in this section 2.2 are made exclusively for the geographic area in which the Advertising Campaign has been “on air” and for the maximum period permitted by the applicable legislation. For the purposes of this provision, in the event that the Campaign has been broadcasted through digital media (including, but not limited to, social networks and websites) with no broadcasting restrictions by territory, it shall be understood that the scope of the Campaign covers the whole world, and therefore, Seedtag shall be entitled to use the Advertising Materials for the promotion of its services and activities anywhere in the world. In this regard, Campaigns that are broadcasted by digital media shall be understood as broadcasted without territorial restrictions, unless the Parties have expressly agreed otherwise.
- Client hereby authorizes Seedtag to use the name, logo, trade name and/or trademarks owned by the Client, to create marketing tools that present the Campaign results, as well as to use said elements on its presentations, professional portfolios, website or social platforms. In particular, Client authorizes Seedtag to present the Services provided to the Client as a « successful business case”, subject to the terms set forth in section 3 of these Conditions. In the event that the Client is an Agency, the Client authorizes Seedtag, in identical terms, to use the aforementioned elements owned by the Advertiser. The authorizations and/or assignments included in this clause 2.3 are made for a worldwide geographic scope and for the maximum period allowed by the applicable law.
- Likewise, both during the Campaign and once it has ended, the Client authorizes Seedtag to use the trademarks and any other distinctive signs owned by the Client in presentations and professional portfolios, as well as on their website or social platforms, in a manner that Seedtag could refer the Client as one of Seedtag’s clients. In the event that the Client is an Agency, the Client authorizes Seedtag, in identical terms, to use the aforementioned elements owned by the Advertiser. The authorizations and/or assignments included in this clause 2.4 are made for the a worlwide geographic scope and for the maximum period allowed by the applicable law.
- The Client represents to be the rightholder of all exploitation rights over the Advertising Material or, where appropriate, to have the proper authorizations from the Advertiser or any other relevant third party in order to be able to make the assignments contemplated in these Conditions.
- Likewise, in the event that the Services require granting the Client a license to use the Seedtag Technology, such license shall be understood to be granted on a non-exclusive basis, not sub-licensable to third parties, territorially limited to the territories established in these Conditions or in any other document agreed between the Parties, and temporarily limited to the duration of these Conditions. The license shall be revoked upon termination, for any reason, of these Conditions. Said license shall also be limited to the uses, number of users and maintenance conditions agreed between the Parties.
- The Client acknowledges Seedtag’s ownership over the undisclosed information and know-how used by Seedtag in the provision of the Services under these Conditions, which shall remain the sole property of Seedtag. The Client undertakes to maintain strict confidentiality of such information and know-how in accordance with the provisions of these Conditions. The Client shall refrain from using, duplicating, sharing or disseminating them in any form whatsoever, whether oral or written or otherwise, without the express prior written authorization of a person duly authorized by Seedtag. Furthermore, the Client undertakes not to make any use, either directly or through the intervention of third parties, without the express authorization of Seedtag, the ideas, strategies or knowledge developed and/or created by Seedtag under these Conditions, even if they have not been implemented or put into practice by Seedtag.
- The Parties expressly acknowledge that, other than as set forth in these Conditions, they do not acquire by virtue of these Conditions any rights over the trademarks, logos, and names owned by the other Party, but only a right to use them for the purposes and under the conditions set forth in these Conditions. Except as expressly provided in these Conditions, the Parties shall retain exclusive ownership, without any assignment, of all intellectual and industrial property rights belonging to them.
03 · Confidenciality
- Both Parties mutually undertake to maintain the secrecy and confidentiality of any information (texts, images, information or expressions) communicated by any means within the scope of these Conditions or during the negotiations, relating to the activity of the other Party, including, without limitation, the following:
- Information related to these Conditions and their provisions, as well as the scope and provisions of the Incorporated Documents and any other document signed by the Parties, including aspects such as the price or any other terms that may have been negotiated between the Parties.
- Information related to the other Party’s trade secrets, clients, Publishers or business partners.
- Information related to financial, operational, technical or commercial activities of the other Party.
- In particular, confidential information (hereinafter, the “Confidential Information”) shall comprehend all the know-how resulting from the performance of the Services, which for the purposes of these Conditions shall include, but not be limited to, all aspects resulting from the provisions of the Services that allow Seedtag and/or its clients or social partners to obtain competitive advantages in the market and which are of an industrial, business, technological and/or commercial nature. Likewise, Confidential Information shall comprehend any aspects related to these Conditions, to Seedtag’s technological developments or improvements patented or likely to be patented, assessments of the technical and commercial feasibility of the Services to be provided under these Conditions, all aspects related to the exploitation of any project by Seedtag (including the background of the project) and the knowledge acquired by Seedtag either prior or during the provision of the Services to the Client regarding the usefulness and implementation of the Seedtag’s Technology and the optimal provision of the Services.
- The Party to whom such Confidential Information has been provided or who has had access to such Confidential Information shall be obliged (i) to keep and safeguard it against any unauthorized disclosure or access by third parties, (ii) not to disclose or provide it to third parties without the express written consent of the other Party, and (iii) to maintain absolute confidentiality with respect to such Confidential Information.
- The obligation set forth to in this clause shall remain in force after the expiry of these Conditions for the maximum period permitted by the applicable law. In the case of information that may be considered a “trade secret” under the applicable law, the obligation of confidentiality shall remain in force indefinitely.
- Without prejudice to any other provision of this section, the Parties agree that the follow Information shall not be considered as Confidential Information, and therefore may be used by Seedtag, subject to the limitations set forth in these Conditions:
- The Campaign results, including, among others: quotation, impressions volume, clicks or visualizations, reach or one-time users, visibility percentage and brand safety; video rates and performance metrics (such as rebound percentage, qualified visitors’ volume, leads or information related to the time spent by the users on the website, etc). The Campaign results may be used and publicly communicated by Seedtag at any time or by any means, provided that said information is displayed in a generic way, without any explicit reference to the Client -or, where applicable, to the Advertiser-, and without the inclusion of any distinctive signs. In the case that Seedtag wishes to make express reference to the Client and/or the Advertiser, or include any distinctive sign belonging to them when communicating the Campaign results, terms set forth in section 2 of these Conditions shall apply.
- Contextual information about the Campaign, which includes, among others: territories, used contents; main categories and keywords; target audience description (gender, age, socioeconomic profile, etc.); etc.
04 · Liabilities and warranties
Liabilities and warranties
- Each Party represents and guarantees: (i) to have full capacity and authority to subscribe these Conditions; (ii) that compliance with these Conditions will not breach the terms of any other agreement that the Party may have entered into; (iii) that the obligations assumed in these Conditions will be fulfilled in conformity with all applicable laws, including any laws related to advertising activities, privacy and antitrust; and (iv) that it will fully comply with the obligations assumed under these Conditions in accordance with the higher quality standards of the industry.
- The Client represents that all the Advertising Material will comply with all applicable laws, including, but not limited to, directives and regulations on trademarks, intellectual property, copyright, image rights and data protection rights. Furthermore, the Client guarantees that the Advertising Material will not be contrary to public order or public morals, and that it will not include any content that may be considered as violent, pornographic, homophobic, xenophobic, obscene, discriminatory, defamatory or sexually explicit. The Client commits to make its best efforts to ensure that the Advertising Material does not contain any elements that could transmit, install or disseminate viruses, malicious codes or other harmful programs or files.
- Seedtag will not be responsible for any claims related to the Advertising Materials provided by the Client. In this regard, the Client represents and accepts to be solely responsible for any claims received by Seedtag from the Editors or from any other third parties in connection with the Advertising Material.
- Seedtag undertakes to make all commercially reasonable efforts to guarantee that the content of the Websites on which the Advertising Materials are placed is not contrary to morality or public order and does not contain any violent, pornographic, homophobic, xenophobic, obscene, discriminatory, defamatory or sexually explicit content.
- The Parties shall not be liable for any delay or omission or any other error regarding the placement of the Advertising Materials, except in cases of gross negligence.
- In no event shall the Parties be liable for any indirect, consequential, incidental, punitive and/or any other category of special damages, income loss or lost profits that may arise as a result of any breach of these Conditions and/or Force Majeure. Force Majeure shall include, but not be limited to, delays, failures, suspension or interruption of the Services as a result of power restrictions, blockage of telecommunications or the Internet network, acts or omissions of third parties, telecommunications operators or service companies, supply or transport, epidemics, pandemics or natural disasters, wars, riots, strikes, civil disorder, terrorist acts, unforeseen acts, acts of God, fires, explosions or any actions of the authorities or any other events or circumstances beyond Seedtag’s control that prevent the normal provision of the contracted Services.
- Failure to comply with any of the above shall entitle the other Party to pass on to the non-complying Party any economic amount that it has unduly assumed, including any administrative or judicial sanctions.
- Seedtag’s maximum liability arising from these Conditions with respect to the Client or to any other third parties shall be limited to the amount paid by the Client for the provision of the Services in relation to the specific Advertising Campaign giving rise to the claim.
- The warranties set out above shall not apply in case of misuse of the Service and/or of Seedtag’s Technology, accident, modification, physical or operating environment that is improper or that differs from the specifications provided by Seedtag, improper maintenance by the Client or by a third party, or failure or damage caused by a product for which Seedtag is not responsible.
- THE WARRANTIES SET OUT IN THESE CONDITIONS ARE THE ONLY WARRANTIES OFFERED BY SEEDTAG. IN PARTICULAR, SEEDTAG DOES NOT WARRANT THE PROFITABILITY, RELIABILITY, AVAILABILITY OR SUITABILITY OF THE SERVICES PROVIDED OR ITS ABILITY TO FULFILL THE CLIENT’S EXPECTATIONS. SEEDTAG’S SERVICES ARE OFFERED “AS IS ». AS FAR AS THE APPLICABLE LAW SO PERMITS, SEEDTAG EXCLUDES ANY OTHER WARRANTY, WHETHER EXPRESS, STATUTORY OR IMPLIED. SEEDTAG SPECIFICALLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- In the event that the applicable law does not allow the limitation or exclusion of certain liabilities as set forth herein, Seedtag’s liability shall be limited to the maximum extension permitted by the applicable law.
05 · Data protection
- Seedtag hereby informs that the personal data that may arise in connection with these Conditions will be processed for the purpose of maintaining the business or contractual relationship. Data will be kept for as long as this relationship is maintained or for as long as necessary to comply with applicable legal obligations. Data will not be transferred to third parties except in cases where there is a legal obligation to do so, the transfer is needed for the provision of the Services or there is another legitimate basis that permits the transfer. The proper provision of the Services may require sharing Client’s data with providers, some of which are located in the United States (such as Google LLP or Xandr Inc.). These providers offer adequate guarantees with respect to the compliance with the European privacy regulations (RGPD), as well as with any other regulation that may be applicable. Data subjects may exercise, where applicable, the right of access, the right to rectification, the right to erasure, the right to restrict processing, the right to data portability, the right to object and the right to not be subject to a decision based on automated processing by contacting Seedtag at its registered office, as indicated in the heading of these Conditions, or by sending an e-mail to email@example.com.
- Furthermore, in the event that the data subjects consider that their rights have been infringed, they may file a complaint with the Spanish Data Protection Agency or any other competent authority.
06 · Miscellaneous
- Seedtag reserves the right to modify these Conditions. Seedtag will inform the Client at least fourteen (14) days prior to the effective date of the modification, period during which the Client shall be able to terminate these Conditions without penalty. If the Client continues to use the Services after that period, the Client will be bound by these Conditions in their modified version.
- Nothing in these Conditions shall be deemed to constitute a joint venture or partnership or employer-employee relationship between the Parties or the members thereof.
- In the event that any of the provisions of these Conditions were declared null and void, in whole or in part, said nullity shall not affect the validity of any other of term these Conditions, which will remain in force without and unaffected by such declaration of nullity.
07 · Governing law
- For any disputes arising in relation to the interpretation or application of these Conditions and the Incorporated Documents (including non-contractual disputes or claims), Parties agree that the laws of Spain shall apply.
- The Parties, expressly renouncing their own jurisdiction or any other that may correspond to them, for any disputes arising from the interpretation, application or compliance with these Conditions, and provided that the applicable law so permits, agree to submit irrevocably to the exclusive jurisdiction of the competent of the City of Madrid.