Updated on April 13, 2022
1.1Advisible AB, corp. reg. no 559188-4977, (“Advisible” or “we”) offers its users (“User” or “you”) services that are provided through advisible.com and other domains provided by Advisible (including any thereto related domains and subdomains), (the “Platform”) as further described below. The Terms and conditions (the “Terms”) govern your access to and use of the Platform, including any content, functionality, products, application and services offered on or through the Platform. Advisible and a User are individually referred to as “Party” and jointly as “Parties”.
1.3If you are using the Services in connection with your employment, you hereby represent to us that you are authorized to, and hereby do, bind your company/employer to the Terms and any references herein to “you” and “User” will refer to both you and your company/employer, as applicable.
1.4By accessing the Platform or using any of the Services, you agree to be bound by the Terms. Please note that specific provisions in the Terms may apply to you depending on which Service you use. In case you do not accept the Terms, we cannot provide you with the Services. Notwithstanding the foregoing, another set-up in relation to the sign-up process may be separately agreed between us in writing.
1.5The Terms shall be applicable for as long as you use any Service. Any provisions in the Terms which by their nature are to be performed or complied with subsequent to the termination of the Terms shall survive and continue in full force and effect (e.g. provisions regarding governing law).
1.6We may at any time and at our sole discretion, modify the Terms. Such new version of the Terms will enter into force fourteen (14) days after the day when the new version of the Terms was made available to you on the Platform or via email. Your continued use of a Service after such point of time constitutes your acceptance of the new version of the Terms. If you do not agree to the new version of the Terms, your only recourse is to cease accessing the Platform and any related Services provided by Advisible pursuant to the Terms.
B) GENERAL TERMS FOR ALL SERVICES
This Section B) shall apply to all Services provided by Advisible and made available to Users on or through the Platform. Please note that additional and specific provisions apply to the use of the Development Kit (Section C) as well as for the Ad Service (Section D).
2 ADVISIBLE ID
2.1This Section 2 shall not apply to your use of the Development Kit. To access the Platform, you need to provide us with your email address. In order to use any of the Services on the Platform you will need to create an Advisible ID and make available certain information such as which web pages and applications you control (“Advisible ID”).
2.2You agree to provide complete and accurate information each time you create an Advisible ID and to keep such information current. You are responsible for maintaining the security of your password. You will be solely responsible and liable for any activity that occurs under or through your Advisible ID. You must immediately notify us of any unauthorized use of your Advisible ID, the Platform or of any other breach of security.
2.3Our Services are not directed to children. Access to and use of our Services is only for those who are 16 years old or older. All persons who register as a User or provides their personal information to our Services represents that they are 16 years of age or older.
2.4We reserve the right to suspend any User from using any of our Services if activities occur which constitute or may constitute a violation of the Terms, our instructions or any applicable legislation.
2.5In case there has been no activity under or through your Advisible ID for a subsequent period of six (6) months, you acknowledge that Advisible may delete your Advisible ID. In such case, Advisible will provide you with a one (1) month notice prior to deleting your Advisible ID.
3 USER CONTENT
3.1You are solely responsible for all text, data, graphics, images, photos and video files posted by you on the Platform or via the Services (“User Content”). We have not reviewed and will not review any User Content posted to our Services by Users and Advisible is not responsible for any use or effects of such User Content.
3.2You shall use the Services for lawful purposes only. You agree that you will not use any of the Services for posting, transmitting or otherwise distributing illegal or improper material, such as obscene, pornographic, racist, terrorist, or in any other way use the Services for illegal purposes, included but not limited to inflicting harm on others.
3.3By uploading User Content to the Services, you warrant that you are either the owner of the User Content or that you hold a valid permission to such User Content from the appropriate rights holder and that the User Content, or your use thereof, is in no way a violation of any applicable legislation or risks harming Advisible or any third party’s trademarks, goodwill or reputation.
3.4Advisible reserves the right to delete User Content uploaded in breach of the Terms or that we, in our sole discretion, find indecent, abusive or offensive. Any User Content offered, distributed or otherwise provided through the Platform or the Services are the User’s sole responsibility. Advisible will have no responsibility or liability related to any (i) communications, transactions, interactions or disputes between you and any other User, or (ii) damages you may suffer as a result of the acts or omissions of any other User. For example, Advisible will have no responsibility or liability for any infringement of your intellectual property rights by another User. Please note that additional third-party terms and conditions may apply to the downloading, copying, purchase, or use of User Content.
3.5Please note that additional provisions may apply to User Content that is considered as Marketing Content (as defined below).
4 THE SERVICES
4.1Upon your approval of the Terms, Advisible grants you a non-exclusive, non-transferable, revocable and worldwide right to use the Services within your own organization or the organization to which you belong on the terms set out in the Terms (the “License”). You may not use the Services other than for their intended purpose and as set forth herein. For instance, you may not sell, lease, assign, transfer or sublicense any of the Services in other ways than expressly allowed in the Terms. You shall in no event reverse engineer any of the Services, including any parts of them.
4.2You are responsible for having all such software components that are necessary to make benefit of the Services in accordance with the Terms, including to install the latest available updates of such software components in order to ensure compatibility between the Services and such software components. Advisible will have no responsibility or liability for bugs and other deficiencies in functionality of the Services occurring due to outdated versions of such software components.
4.3You shall immediately notify Advisible if you receive any notification of accusation of infringement from a third party relating to the Services.
5 UPDATES AND MODIFICATIONS
5.1Advisible reserves the right to change, remove, upgrade and/or update any content or feature of the Services (collectively referred to as “Updates”) at any time. Updates shall automatically be subject to the Terms, and thereby replace and/or supplement a previous version of the Service in question. In other words, you are entitled to all Updates and to use them the same way as the Services, thus in accordance with the Terms. You acknowledge that you may lose access to a Service or a certain part of a Service if a newer version of it is released.
5.2Advisible always has the right to, temporarily and for a time limited to a practically and commercially reasonable minimum, make the Services unavailable due to service measures and in order to implement Updates. Before implementing Updates causing temporary unavailability of the Services, Advisible will inform Users with one (1) weeks’ notice. Advisible shall use its best endeavours to perform such work and implement such Updates in a manner aimed at causing Users as little inconvenience as possible.
5.3Advisible does not guarantee that the Services will run flawlessly at all times and you recognize that some downtime may be expected. Advisible shall not be held liable for downtime, nor other technical complications caused by a User or any third party.
5.4For the avoidance of doubt, you agree that we may automatically upgrade any of the Services, and that the Terms will apply to any such upgrades, unless we, at our sole discretion, resolve to update the Terms.
You understand and acknowledge that each Service is provided and licensed in accordance with this Agreement and its technical documentation, as provided from time to time by Advisible (the “Docs”), available at https://docs.advisible.com. Advisible does not provide any technical support or assistance, besides technical support regarding the Services deviating from their functionality as described from time to time in the Docs. You may contact Advisible with a support inquiry describing the technical issue and, if possible, a description of how to reproduce such issue, by submitting a support ticket in the console at https://console.advisible.com. We use our best endeavours to answer any inquiries as soon as reasonably and commercially possible.
7 INTELLECTUAL PROPERTY
7.1Each Service provided by Advisible is licensed, and not sold, to Users. Advisible holds the copyright of each Service and all rights, title and interest in and related to the Services, as well as any copies thereof, and all intellectual property rights are retained by Advisible. The Terms shall not render any transfer of any right, title or interest in any of the Services, or any copyright, patent, trademark, trade secret or other intellectual property rights, or proprietary rights in the Service. In other words, each Service, including all copies thereof, remains the property of Advisible under all circumstances.
7.2Advisible hereby warrants that the Services do not violate or infringe any third party rights in regards to intellectual property, patents and/or trademarks, and that, to Advisible’s best knowledge, no legal action has been taken against it for any infringement or violation of any third party intellectual property rights.
7.3By submitting User Content when using any of the Services, you grant Advisible a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt, and publish the User Content for the purpose of displaying, distributing and for taking any similar actions in relation to the User Content within the Services for its intended purpose.
8.1This Section 8 shall not apply to your use of the Development Kit. In order to use the Services provided on or through the Platform, you must connect the Advisible ID to a payment method. You shall pay the at each time applicable fee for a Service on a monthly basis (the “Platform Fee”), unless otherwise stated herein. You will only be charged for the Platform Fee for such month you have used the Service. If you have paid the Platform Fee, Advisible will, following payment, provide you with a payment specification.
8.2You may always request information about the Platform Fee and the current terms of payment for any of the Services. Advisible may amend the applicable Platform Fee or other terms of payment in accordance with your current choice and use of Services. In such case, Advisible will send an email to you with information about the new Platform Fee and/or other applicable terms of payment as well as information about when such new Platform Fee and/or other terms of payment will become effective (which, at the earliest, will be thirty (30) days after Advisible has sent the email). If you continue to use the relevant Service after such thirty (30) day period, you shall be deemed to have accepted the new Platform Fee and/or terms of payment.
8.3Unless otherwise indicated by Advisible, payment specifications, payment instructions and other invoices will be provided by Advisible on a monthly basis. Payment shall always be made in accordance with instructions provided by Advisible. In the event of late payment, the amount not paid when due shall bear interest in accordance with the Swedish Interest Act (1975:635) (Sw. räntelagen). Additionally, Advisible has the right to compensation for any reminder fees.
8.4To the extent permitted under mandatory and applicable law, if you wish to dispute an invoice, it shall be done in writing to Advisible, promptly after your receipt of such invoice. This may however not be done later than twenty-five (25) days after you have received the invoice. If you have not provided such dispute within the stated time limits, you acknowledge that you may not dispute any amounts provided for under such invoice.
8.5You agree to pay all applicable taxes, government charges and foreign exchange fees, save for such taxes that are statutorily imposed on Advisible or another User.
9 GENERAL LIMITATIONS OF LIABILITY
9.1To the extent permitted under applicable law, each Service is provided and licensed in accordance with this Agreement and the Docs. Advisible shall never, and without any limit, be liable for any damage, cost, lost profits, expense or other payment incurred by you as a result of (i) any action taken which is related to any of the Services, or (ii) failure, bugs and/or other interaction between the applicable Service and your end-equipment, computers, other software or any third party equipment, computer and/or services.
9.2Advisible undertakes to use its best effort to make sure the Services work without failures and that they are secure. However, each Service is provided without any warranty (to the fullest extent permitted by law). Advisible hereby disclaims any warranty that any of the Services meets your requirements or expectations of it, or that such Service is functional, free from errors or without defects or code that may cause damage to you and/or your computer. You will be solely liable for any damage, defect or loss incurred as a result of using any of the Services.
9.3Advisible shall not be liable for a third party’s injury or damage of any kind caused by your use of a Service. This means that Advisible has no responsibility for any Derivative Works (as defined below).
9.4If Advisible, pursuant to Swedish mandatory law and as attested by a competent court is obliged to pay damages, Advisible’s obligation to pay such damages shall, under all circumstances, (i) be limited to the Platform Fees paid by you to Advisible during a period of six months prior to the day of the breach of contract (as attested by a competent court), (ii) be limited to direct damages, and (iii) be capped at 0.5 price base amount (Sw. prisbasbelopp).
10 FORCE MAJEURE
10.1The Parties shall be relieved from liability for a failure to perform any obligation under the Terms and to the extent that the due performance thereof is prevented due to circumstances beyond the control of the Parties, such as war, warlike hostilities, mobilization or general military call-up, civil war, fire, flood or other circumstances of similar character.
10.3The Party desiring to invoke an event of force majeure shall give immediate notice to the other Party of the commencement and the cessation of such event of force majeure, failing which the Party shall not be discharged from liability for any non-performance caused by such event of force majeure.
If you commit a breach of the Terms, Advisible reserves the right to immediately delete your Advisible ID and/or block your access to the Platform/Services and, if applicable, send an invoice to you of any amount accrued at such point of time.
12.1The Parties may not transfer the rights and obligations under the Terms.
12.2If any provision of the Terms is held to be invalid or unenforceable, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidation or unenforceability so that the Terms otherwise remain in full force and effect. Any provision of the Terms, which inherently should endure beyond termination, shall survive termination or expiration of the Terms.
13 GOVERNING LAW AND DISPUTES
The Terms shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Terms, or the breach, termination or invalidity thereof, shall be settled by Swedish public courts, with Stockholm district court (Sw. Stockholms tingsrätt) as the first instance.
C) ADDITIONAL TERMS FOR THE DEVELOPMENT KIT
1 DERIVATIVE WORKS
1.1You have the right to use the Development Kit for any number of Derivative Works (as defined below). However, all Derivate Works must be developed on behalf, and for the benefit, of you only. An unlimited number of your employees and/or consultants, and/or contractors providing services to you (such person is hereinafter individually referred to as a “Developer” and collectively as the “Developers”) may use the Development Kit for the purpose stated in Section B) 4 above.
1.2You may, through one or more Developers, use the Development Kit as follows:
(i) For developing any software which incorporate parts of the Development Kit (all results of such incorporation of the Development Kit are hereinafter referred to as “Derivative Works” and individually as a “Derivative Work”). Derivative Works may only be created through the modification of the source code of your work, and not through modification of the Development Kit; and
(ii) Using Derivative Works for an unlimited number of websites visitors (collectively referred to as “Visitors”, or individually as a “Visitor”) through the Visitors’ visit of the website.
1.3You may not use the Development Kit for any purpose not expressly permitted by the Terms which, inter alia, means that You may not copy (except for backup purposes), reverse engineer or disassemble any copyright, trade secret, or other notice in the Development Kit or any part of the Development Kit.
1.4When distributing the Derivative Works, you are responsible for ensuring its use, whether by you, Developers and/or Visitors, remain under the terms of the License.
D) ADDITIONAL TERMS FOR THE AD SERVICE
1.1This Section D) contains specific terms that are applicable to Users who use the Ad Service and, if applicable, the Invoicing Service, Media Service or Source Code Service (“Ad Terms”). In case of conflict between these Ad Terms and the provisions under Section B) above (General Terms for all Services), these Ad Terms shall prevail, unless the circumstances clearly dictate otherwise.
1.2The Ad Service may be utilized by Users who wish to market themselves, their products or services, or any of its customers or the products or services of such customers (“Advertiser”) by providing User Content which may include text, images, graphics, URL, video, logos and other content posted by the Advertiser for marketing purposes (the “Marketing Content”).
1.3Through the network available in the Ad Service (the “Network”), the Advertiser can make the Marketing Content available to selected Users who provide advertising inventory for publishing (“Advertising Inventory”) on web pages, applications, other properties or resources (“Digital Property”). Users who provide Advertisers with Advertising Inventory on Digital Property through the Network are hereinafter individually referred to as a “Publisher”.
1.4In order to make Marketing Content available through the Network for publishing on Advertising Inventory (“Campaign”), the Advertiser shall select (i) the desired duration on the visibility of the Marketing Content on Advertising Inventory (“Ad Period”), (ii) the desired number of views/clicks or other measurable criteria on such Marketing Content (each such desired criteria is hereinafter referred to as a “Preference”), and (iii) the maximum price the Advertiser is willing to pay for the selected Preference (“Budget”). A Campaign shall be considered as terminated (i) once the selected Preference has been attained, (ii) upon expiration of the applicable Ad Period, or (iii) upon the Advertiser’s own termination, whichever occurs first.
1.5Each Campaign is monitored by a tracking tool implemented by Advisible (“Tracking Tool”). You acknowledge that the Tracking Tool is a core feature of the Ad Service and, for the avoidance of doubt, that the limitations of liability provided for under Section B) 9 above apply in this respect. Consequently, by using the Ad Service, you accept any results, calculations, analysis and/or reports that have been generated by the Tracking Tool.
1.6The Publisher provides Advertising Inventory to Advertisers in the Network who have been approved by the Publisher. Such approval enables Publishers to generate revenue from publishing Marketing Content on the Publisher’s Advertising Inventory.
1.7As a User of the Ad Service, you agree that you will not, nor cause third parties to, generate fraudulent, automated, or otherwise invalid information, data, or actions in relation to any Marketing Content provided through the Network.
2.1This Section 2 contains additional terms that are applicable to Users who use the Ad Service as Advertiser.
2.2As an Advertiser, you are granted access to a workspace in which you can manage Marketing Content and create Campaigns. You may within the scope of the Ad Service, invite additional individuals within your organization or team to access your Advisible ID and use the Ad Service as Advertiser (“Team Member”).
2.3By accessing the Ad Service, you represent and warrant that you have the authority to invite such Team Members to use your Advisible ID as Advertiser and that such invitation does not infringe any contract. For the avoidance of doubt, once a Team Member has accessed an Advisible ID in accordance with the foregoing, such Team Member shall hereinafter be considered and referred to as an Advertiser.
2.4By accepting the Terms you represent and warrant that you have all necessary rights, permits and licenses to (i) access the Ad Service as Advertiser (ii) manage and create Marketing Content and Campaigns, and (iii) operate your website and business activities in the selected jurisdictions that any Marketing Content created by you links or otherwise refers to.
2.5You understand that Advisible does not operate or control any Digital Property or Advertising Inventory.
2.6.1Advisible shall under no circumstances be held liable for any claims made in relation to any Marketing Content made available by you in the Network which has been published, disclosed or distributed on any Advertising Inventory, Digital Property or any other websites.
2.6.2You acknowledge and agree that all Campaigns (including any Marketing Content), created by you shall comply with all applicable laws and regulations, including but not limited to marketing laws, consumer protection laws and shall assume full responsibility in the event a Campaign would be deemed invalid or illegal in any applicable jurisdiction.
2.6.3Advisible reserves the right to suspend a Campaign if such Campaign violates applicable laws, any third-party rights, the Terms or in any other way is deemed inappropriate (as determined by Advisible).
2.7Tracking and payment
2.7.1In addition to the provisions regarding payment of the Platform Fee, the following shall apply to Advertisers. With respect to the selected Preferences, the Tracking Tool will determine the actual number of views/clicks or other measurable elements of the Marketing Content during a Campaign. The amount you are obliged to pay for a Campaign will be determined by the Tracking Tool and limited by the applicable Budget.
2.7.2Advisible is not responsible for click fraud, technological issues or other potentially invalid activity by third parties that may affect the cost or success of the applicable Campaign. Advisible does not guarantee the placement, positioning or the timing of delivery of any Marketing Content. Neither does Advisible guarantee the number of impressions, publications, conversions, clicks or other measurables in any Campaign.
2.7.3You acknowledge that Advisible assumes no liability whatsoever in case a Publisher or any of its affiliates for any reason resolve to reject or remove any Marketing Content.
2.7.4Upon expiration or termination of a Campaign, you may choose to save the Marketing Content in the Archiving Service. You acknowledge that any use of the Archiving Service is subject to the provisions under Section B) 8 (Payment) above. You are free to, at any time, remove any Marketing Content saved in the Archive.
3.1This Section 3 contains additional terms that are applicable to Users who use the Ad Service as Publisher.
3.2By accepting the Terms, you represent and warrant that you have the authority to make available the Advertising Inventory provided by you through the Ad Service. You hereby confirm that any Digital Property (and for the avoidance of doubt, including any Advertising Inventory) provided by you through the Ad Service is content based, fully functional and is in compliance with all applicable laws and regulations.
3.3You agree to install and incorporate the technology, including any updates, fixes or patches provided or instructed by Advisible from time to time and to maintain all software codes and tags necessary for Advisible to provide Marketing Content through the Ad Service for publishing on your Digital Property.
3.4You undertake to not alter, modify or otherwise interfere with the operation of any of the Marketing Content, and particularly, without limitation, you undertake to not manipulate the results of any Campaign by for example, without limitation, generating automated, artificial or otherwise incorrect actions, installs, leads, clicks and impressions or by engaging into any other product-unrelated, deceptive or manipulative behaviour.
3.5Tracking and payment
3.5.1In addition to the provisions regarding payment of the Platform Fee, the following shall apply to Publishers. You acknowledge that Advertisers are charged for the actual number of views/clicks or other measurable elements of the Marketing Content during a Campaign (as determined by the Tracking Tool). You further acknowledge that any earnings you may obtain will solely be determined by the Tracking Tool.
3.5.2Advisible is not responsible for the commercial success of your use of the Ad Service. You acknowledge that, unless expressly agreed otherwise, Advisible is not obliged to provide any Marketing Content to you at all.
3.6.1Tracking of actual number of views/clicks or other measurable elements by means of the Tracking Tool on your Digital Property involves the processing of personal data, whereof Advisible is a data processor. The data processing hereof shall at all times be governed by the Data Processing Agreement, available at https://www.advisible.com/legal/data-processing-agreement. In case of discrepancies between the Terms and the Data Processing Agreement with regard to data processing, the Data Processing Agreement shall have precedence.
4 INVOICING SERVICE
4.1This Section 4 contains additional terms that are applicable to Users who use the Invoicing Service as an add-on to the Ad Service. For the avoidance of doubt, you acknowledge and accept that all payment and reporting statistics associated with the Invoicing Service are based on the Tracking Tool.
4.2The following shall apply to Advertisers: In addition to Section B) 8 and D) 2.7 above, Advisible will through the Invoicing Service offer you the possibility to pay for any created Campaign(s) within 30 days from the date Advisible has provided you with payment instructions. You acknowledge that Advisible has the right to suspend an ongoing Campaign if you have not paid in accordance with Advisible’s payment instructions.
4.3The following shall apply to Publishers: In addition to Section B) 8 and D) 3.5 above, Advisible will through the Invoicing Service offer you the possibility to obtain earnings retained for Advertising Inventory provided by you through the Network, as determined by the Tracking Tool. Payment will be made in accordance with Advisible’s from time to time applicable payment terms and will generally be made within sixty (60) days from the date Advisible has provided you with a payment specification.
5 MEDIA SERVICE
5.1This Section 5 contains additional terms that are applicable to Advertisers who use the Media Service as an add-on to the Ad Service. For the avoidance of doubt, you acknowledge and accept that all payments associated with the Media Service are based on used storage, number of requests and the amount of transferred data.
5.2Resources hosted through and stored within the Media Service, such as images, videos and other media (“Media Content”) may only be accessed from, linked to or embedded within Advertising Inventory created and/or published through the Ad Service. For the avoidance of doubt, the Advertiser undertakes not to utilize the Media Service in order to access, link or embed Media Content anywhere else but within such Advertising Inventory.
6 SOURCE CODE SERVICE
6.1This Section 6 contains additional terms that are applicable to Publishers who use the Source Code Service as an add-on to the Ad Service. For the avoidance of doubt, you acknowledge and accept that all payments associated with the Source Code Service are based on used storage, number of requests and the amount of transferred data.
6.3The Publisher is strictly prohibited, and undertakes not to upload, publish, distribute or make available any Source Code through the Source Code Service in any form of an exploit, virus, trojan, malware or any other form of malicious and/or fraudulent Source Code with potential to inflict harm to Advisible, the Platform, other Users and/or third parties.