01 · DEFINITIONS
1.1 Adserver: refers to the tool allowing to program and display advertising on the Website(s) of the Publisher.
1.2 Agency: refers to the entity contracting with Seedtag for the placement of the Advertising Materials.
1.3 Advertiser: refers to the company that owns the Advertising Materials to be placed on the Publisher’s Website(s).
1.4 Advertising Campaign or Campaign: refers to a specific advertising action consisting in the placement of Advertising Materials on the Publisher’s Website(s) for an agreed period of time pursuant to a Quotation and/or Purchase Order.
1.5 Publisher(s): refers to Seedtag’s business partners that offer Advertising Spaces on their Website(s) for the placement of the Advertising Materials.
1.6 Advertising Space(s): refers to the spaces available on the Publisher’s Website(s) in which the Advertising Materials will be placed in accordance with the applicable law, in whatever format and/or for whatever device agreed between the Parties.
1.7 Advertising Material(s): means the advertising content of the Agency or the Advertiser that will be placed on the Publisher(s) Website(s).
1.8 Applicable Laws: refers to any treaties, statutes, orders, regulations, rules and/or legal requirements established by courts, regulatory or supervisory authorities or by any authority.
1.9 Seedtag: means Seedtag Advertising, S.L., a company incorporated under the laws of Spain, with registered address at Calle Marqués de Valdeiglesias, 6, 28004, Madrid (Spain), with Tax ID number B86978996 and registered with the Mercantile Register of Madrid. Notwithstanding the foregoing, for the purposes of these Conditions (as defined in Section 2 below), the term Seedtag shall comprise any of its affiliates, subsidiaries and branches, including all persons or entities that are directly or indirectly under the control of Seedtag Advertising, S.L., as defined in the relevant Purchase Order.
1.10 Services: means the digital advertising services offered by Seedtag to the Client based on the Seedtag Technology.
1.11 Website(s): refers to the site(s) belonging to the Publisher on which the Advertising Materials will be placed, as agreed by the Parties in the Quotation and/or in the Purchase Order.
1.12 Seedtag Technology: means the set of software and technological applications used by Seedtag for the provision of the Services, including both software and applications developed by Seedtag and those owned by third parties.
1.13 Vendors: refers to any third party (other than the Publisher) involved in the provision of the Services, including, by way of illustration, any platform such as an SSP, DSP, Ad Exchange, Ad Server, technical service provider, etc.
1.14 Third-party Costs: means all third-party costs incurred by Seedtag on behalf of the Client on the occasion of the provision Services, including the costs of Vendors and Publishers.
02 · SCOPE OF APPLICATION
2.1 The purpose of these General Terms and Conditions (the “Conditions”) and the Purchase Orders (as defined below) (all together, the “Agreement”) is to establish the terms and conditions applicable to the Services offered by Seedtag. The provisions set forth herein shall govern the relationship between Seedtag and the Agency or the Advertiser (hereinafter, the “Client”) contracting with Seedtag.
2.2 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“):
2.3 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:
2.4 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.
03 · OBLIGATIONS OF THE PARTIES
3.1 Obligations of the Client
The Client shall provide Seedtag clear instructions with respect to the Client’s requirements for the provision of the Services. These instructions and requirements shall be defined in the relevant Purchase Order. The Client shall promptly inform Seedtag in the event the Client considers that any of the Services is not appropriate or does not comply with these Agreement or with the applicable Purchase Order.
The Client shall provide Seedtag, promptly and at no cost, any Advertising Material that is needed for the provision of the Services.
The Client shall make sure to hold at all times all the rights and permits needed to allow the use by Seedtag of the Advertising Materials in accordance with these Conditions and the applicable Purchase Order.
3.2 Obligations of Seedtag
Seedtag shall provide the Client clear instructions with respect to the Advertising Materials that are required for the provision of the Services:
i. apply such reasonable time, attention and skill and care as may be necessary or appropriate for the proper performance and delivery of the Services;
ii. use, for the provision of the Services, industry tools and data that are generally accepted as adequate to protect the Client’s best interests;
iii. comply with all Applicable Laws in connection with the provision of the Services;
iv. comply with all reasonable instructions in respect of the Services communicated to it by the Client from time to time;
v. keep secure the Client’s Advertising Materials and Client’s data that are its possession or control.
04 · FINANCIAL AND INVOICING CONDITIONS
4.1 The Parties agree that, for the provision of the Services that are the purpose of these Conditions, Seedtag shall be entitled to receive the amounts set out in the Quotation and/or in the Purchase Order. Those amounts shall be subject to any the taxes and deductions that are legally applicable.
4.2 Seedtag shall calculate the amounts to be billed on a monthly basis with the information extracted from the Adserver used by Seedtag. In the event the data provided by the Client differs from the those extracted from Seedtag’s Adserver, the latter shall prevail.
The Parties acknowledge that various factors may result in discrepancies between the numbers reported by Seedtag and the numbers reported by the Client or by third parties for the same type of events, due to, including but not limited to, different counting methodologies, filtering of advertising fraud or poor Internet connection.
The parties undertake to make all reasonable efforts to ensure that discrepancies are as low as possible and to cooperate in good faith to reduce discrepancies above 5% (five per cent).
Notwithstanding the foregoing, in the programmatic ecosystem, the amounts to be billed on a monthly basis shall be drawn from the Client’s DSP -as designated by the Client-, which shall be considered as the official data source for billing purposes.
4.3 If the Client does not agree with the amount invoiced by Seedtag, the Client shall notify Seedtag in writing within five (5) days of receipt of the invoice, specifying the reasons for its disagreement. Upon receipt of the notification and after having examined it, Seedtag shall: (i) duly justify the amount invoiced; or (ii) in the event that Seedtag, following Client’s notification, determines that the calculations were incorrect, Seedtag shall proceed to adjust the amount and issue a new invoice. In any event, the Parties undertake to cooperate in good faith in order to resolve any discrepancies arising from the calculation of the amount payable by the Client. Under no circumstances, unless expressly agreed in writing by the Parties, shall the notification of discrepancies by the Client entitle the Client to default on its payment obligations within the deadlines set out in clause 3.4.
4.4 Seedtag shall issue a monthly invoice between the first (1st) and fifth (5th) day of each month for the amount accrued during the immediately preceding month. The Client shall pay the invoice within thirty (30) days from the date of receipt of the invoice, by bank transfer to the account designated for this purpose by Seedtag on the corresponding invoice.
4.5 All payments made within the scope of these Conditions shall be issued in the currency indicated on the Purchase Order and/or Quotation.
05 · INTELLECTUAL PROPERTY
5.1 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.
5.2 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 5.2 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.
5.3 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 6 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 5.3 are made for a worldwide geographic scope and for the maximum period allowed by the applicable law.
5.4 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 5.4 are made for the a worlwide geographic scope and for the maximum period allowed by the applicable law.
5.5 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.
5.6 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.
5.7 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.
5.8 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.
06 · BRAND SAFETY STANDARDS
6.1 At Client’s request, Seedtag will provide Client with a list of URLs (including web pages) and other media that Seedtag considers safe and protective of Client’s brand so that the Client can create its own Whitelist. Likewise, at Client’s request, Seedtag will provide Client with a list of URLs (including web pages) and other media that Seedtag considers not safe so that the Client can create its own Blacklist. The Whitelist and the Blacklist will be used as a guideline for the insertion of Advertising Materials on the Publishers Websites.
6.2 The Whitelist and the Blacklist shall be communicated to Seedtag by the Client.
6.3 Unless otherwise agreed in writing, Seedtag will make its best efforts to ensure that Advertising Materials are placed only on websites included in the Whitelist and not on websites included in the Blacklist. The Client shall have the right to modify the Whitelist and the Blacklist by informing Seedtag at least two (2) hours in advance.
6.4 In the event that Seedtag discovers or is notified that an Advertising Material has been placed on a website that contains or links to contents of the Blacklist, Seedtag will immediately notify the Client and make its best efforts to remove the Advertising Material immediately upon discovery or notification. Notwithstanding the foregoing, Seedtag will not be in breach of this clause or any other clause in this Agreement if Advertising Materials are placed on websites of the Client’s Whitelist which feature editorial content about the content of the Blacklist or redirect to websites included in the Blacklist.
6.5 Seedtag, together with the Client, will conduct quarterly reviews of the contents of the Client’s Blacklist and Whitelist with respect to all the insertions of Advertising Materials in digital media.
Clients may obtain more information the Brand Sfety standards applied by Seedtag by accessing the following link.
07 · CONFIDENTIALITY
7.1 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:
7.2 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.
7.3 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.
7.4 The obligations 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.
7.5 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:
08 · LIABILITIES AND WARRANTIES
8.1 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.
8.2 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.
8.3 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.
8.4 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.
8.5 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.
8.6 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.
8.7 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.
8.8 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.
8.9 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.
8.10 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.
8.11 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.
09 · MODIFICATION AND/OR TERMINATION OF PURCHASE ORDERS
9.1 The Client may request Seedtag to cancel, suspend or modify any Purchase Order or part thereof. Seedtag shall make its best efforts to comply with such request, provided that it can do so within its contractual obligations to the Vendors.
9.2 In the event of cancellation, suspension or modification, the Client shall pay Seedtag all amounts accrued up to the date of cancellation, suspension or modification, together with any Third-party Costs incurred or committed to by Seedtag and any charges or other costs imposed on Seedtag by third parties (including the Publishers) arising from the cancellation, suspension or modification.
9.3 For the purposes of this provision, Third-party Costs shall include but not limited to: penalties that are contractually or legally applicable to Seedtag by a third party as a consequence of the cancellation, suspension or modification of the Purchase Order or part of the same.
9.4 Notwithstanding the foregoing, Seedtag shall make commercially reasonable efforts to mitigate such Third-party Costs wherever possible.
9.5 Where the cancellation, suspension or amendment requested by the Client will likely give rise to Third-party Costs, Seedtag shall inform the Client so that the Client may decide whether it wishes to proceed with the cancellation, suspension or amendment, despite the existence of such costs.
10 · DATA PROTECTION
10.1 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 firstname.lastname@example.org.
10.2 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.
10.3 If, as a consequence of the provision of the Service, Seedtag needs to process personal data under the responsibility of the Client, it will do so in accordance with the provisions of article 28 of the GDPR, having in such case the status of Data Processor. The relationship between Seedtag, as Data Processor, and the Client, as Data Controller, shall be governed by the provisions of Seedtag’s Data Processor Agreement available through the following link.
11 · ASSIGNMENT
11.1 Seedtag may subcontract, in whole or in part, without prior authorization from the Client, the Services covered by these Conditions when Seedatg considers that the intervention of third-party experts in specific matters may result in a better service for the Client.
11.2 Any subcontracting must be based on the best interest of the Service. Seedtag shall sign the corresponding agreements with said third-parties for the protection of confidential information and for the processing of personal data.
11.3 Except as set out in the preceding paragraphs, neither Party may transfer the rights and obligations arising under these Conditions to third parties without the prior express written consent of the other Party. Notwithstanding the foregoing, either Party may assign its rights and obligations under these Conditions to any of the companies of its group, provided that the assignee entity may continue to perform its obligations under these Conditions and that the other Party is informed in writing.
12 · MISCELLANEOUS
12.1 Seedtag reserves the right to modify these Conditions at any time without notice. Any modification to these Conditions shall be effective upon being posted on this website. The continued use of the Services by the Client or the acceptance of an invoice following the posting of any modification to these Conditions, shall constitute the Client’s irrevocable acceptance of said additional or modified Conditions.
12.2 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.
12.3 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.
12.4 The original version of these Conditions is drawn up in Spanish, and the Spanish 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 English).
13 · GOVERNING LAW
13.1 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.
13.2 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.
These Conditions have been published and/or updated on July 4th, 2022.