Terms

The following are CAMPANJA’s Standard Terms and Conditions (“Standard Terms”) are incorporated by reference into the Agreement by and between CAMPANJA and the CLIENT named therein. The Agreement and Standard Terms are referred to collectively herein as the “Agreement.” Unless otherwise defined, capitalized terms used herein shall have the same meaning ascribed to them in the Agreement.

Notices

Any notices pursuant to this Agreement shall be made in writing to the address of each Party indicated in the pre-amble or by email to the address indicated by each Party for service from time to time. This Agreement may only be modified if made in writing and signed by the authorized signatories of the respective Parties.

Transparency

CLIENT will have full access to the Google Adwords and Bing Ads.

Account right of usage

CLIENT owns the right of the Google Adwords and Bing Ads.

Data collection and usage

In order for CAMPANJA to provide the Services, CAMPANJA may collect information about CLIENT and about visitors to CLIENT’s website (“Client User Data”). All Client User Data is the sole property of CLIENT and CAMPANJA has no ownership rights in any Client User Data. Client User Data includes, without limitation, all sales and marketing information provided by CLIENT to CAMPANJA, CLIENT’s Google Adwords and/or Bing Ads account information, all personal data relating to visitors on CLIENT’s website, including statistical, demographic and psychographic information. CLIENT is responsible for ensuring that the collection of Client User Data is made in compliance with applicable law and that any relevant consents are granted from visitors to CLIENT’s website, including regarding export of Client User Data outside of the European Economic Area.

CLIENT grants to CAMPANJA a limited, royalty-free license to use, reproduce and modify Client User Data solely as necessary for CAMPANJA to provide its services for CLIENT and to perform its other obligations to CLIENT hereunder. CLIENT’s license to CAMPANJA includes the right to collect Client User Data, either directly from CLIENT or through other means such as the use of redirects and 1-by-1 pixels. CAMPANJA will not disclose Client User Data to any third party unless such disclosure is (i) approved by CLIENT, or (ii) is made by CAMPANJA in response to legal process, and provided that CAMPANJA has given CLIENT reasonable notice of, and a reasonable opportunity to contest, such legal process.

So that CAMPANJA may improve and promote its offerings, CLIENT grants CAMPANJA a perpetual, unlimited, royalty-free license to aggregate Client User Data with other data, (and/or segregate portions of the Client User Data) so that it is non-personally identifiable with respect to both CLIENT and visitors to CLIENT website(s) (“Aggregated Anonymous Data”). CLIENT agrees that CAMPANJA may create Aggregated Anonymous Data, and may use, reproduce, distribute, execute, display and commercially exploit the Aggregated Anonymous Data at its discretion. CAMPANJA may disclose Aggregated Anonymous Data to third parties, publish it through its website, blog, or by other means, and may transfer or sublicense its rights with respect to Aggregated Anonymous Data. CLIENT shall have no interest in such Aggregated Anonymous Data or any use of exploitation thereof by CAMPANJA. This license shall survive the termination of this Agreement.

Use of Information

  1. Use of logo. CAMPANJA reserves the right to use CLIENT logo on website and other marketing material during duration of the contract as approved in writing by CLIENT.

  2. Case study. CLIENT allows CAMPANJA to do a case study that will be used in marketing material and client pitches within 3 months from the effective date of the contract and during the duration of the contract. Client allows Campanja to use anonymised performance data. CAMPANJA agrees to provide Client with a copy of such case study and performance data for Client’s written approval prior to their publication or use.

  3. Case video. CLIENT allows CAMPANJA to record a case video with the CFO, CMO and the person in charge of Acquisition marketing from within 3 months from the effective date of the contract to be used on website and in other marketing material during the term of this Agreement. Campanja agrees to provide Client with a copy of such video and for CLIENT’s written approval prior to its publication or use.

Limited Warranty

During the term of this Agreement CAMPANJA warrants that it will provide access to the Software and perform the Service in a competent and professional manner and in accordance with all applicable laws. The Software will materially conform to its specifications, but CAMPANJA does not warrant that the Software will be free from errors or that its operations will be uninterrupted.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event will CAMPANJA be liable for any direct or indirect, incidental or consequential damages arising out of the use of or inability to use the services or Software, including, without limitation, damages for loss or any work stoppage through the server being down or not available. CAMPANJA will under no circumstance be liable – neither due to liability nor to third-party claims – for a total amount in excess of the compensation paid by the CLIENT to CAMPANJA during the last 12 months as a result of this Agreement. Any compensation from CAMPANJA to CLIENT will be paid in the form of credit of future invoices from CAMPANJA to CLIENT.

Confidentiality and Non-Solicitation

The Parties undertake, for a period of three years following the termination of the Agreement, not to disclose to third party the contents of this Agreement or other Confidential Information. The Parties shall ensure that employees, consultants and directors of the Party comply with the above confidentiality provision. However, the Parties have the right to disclose Confidential Information if the disclosure is a question of applicable law or the imposition of authority.

“Confidential information” when used in this provision means any information – technical, commercial, financial or employment related – whether documented or not – provided by either Party to the other Party during the term of this Agreement, with the exception of:

  • Information that is or becomes publicly known or that have or will to the public knowledge otherwise than by the Party’s violation of this provision,
  • Information that a Party can show that it already knew before receipt from the other party;
  • Information that a Party has received or will receive from third parties, without being bound by confidentiality obligations in relation to him.

The Parties agree not to solicit, hire, retain, or utilize the services of a member of the other’s staff, either directly or through any third party, without the prior written consent of an officer of the staff member’s company. This restriction shall apply while this Agreement is in effect and for a period of one year thereafter.

Governing Law and Venue

This Agreement will be exclusively governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be referred to Stockholms tingsrätt (County Court of Stockholm), which shall have exclusive jurisdiction.