TERMS OF USE AND SERVICE AGREEMENT

Effective date: March 10th 2020

  1. Scope of this Terms of Use and Service Agreement

1.1. Scope. This Terms of Use and Service Agreement (the “Terms of Use”) sets forth the standards of use of the website https://dataseat.com (“site), as well as the legal agreement between Dataseat Limited (“Dataseat”), and the Customers of this site or of the services provided by Dataseat (the “Customer”). 

1.2.Acceptance. The continued use of this site requires full acceptance of the Terms of Use as published by Dataseat at the time of such use. If you do not agree with the Terms of Use, you should immediately cease all usage of this site. The use of the services provided by Dataseat, which may have been agreed either online or offline, requires the full acceptance and application of these Terms of Use as published by Dataseat at the time of such use, unless Dataseat and Customer agree otherwise in writing.

1.3.Effective. Dataseat may change or amend the Terms of Use at any time, without notice. An updated and effective Terms of Use is permanently accessible on the website through the url https://dataseat.com/terms-of-use. Customer should review the site regularly to check for changes in the Terms of Use. Any changes to the Terms of Use will not apply retroactively and will become effective seven days after posting. A revision and effective date will be visible at the beginning of the Terms of Use.

  1. Content of the site

2.1.Ownership over the site.The site is owned and managed by Dataseat.

2.2.Use of the site. Subject to the terms and conditions of this Terms of Use, Dataseat grants to Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the site, solely for the purpose of obtaining the mobile DSP services provided by Dataseat.

2.3.Services modification. Dataseat may modify without prior notice the design, layout and/or configuration of this site, as well as some or all of its functionality. Dataseat reserves the right to modify or discontinue the service with or without notice to the Customer. Dataseat shall not be liable to the Customer or to any third party should Dataseat exercise its right to modify or discontinue the services provided by means of the site.

2.4.No guarantee of technical availability. The Customer acknowledges that it is not technically possible that the site is 100% available 100% of the time. However, Dataseat will endeavour to keep the site available and functioning as much as possible. Brief anomalies or temporary suspension may affect Dataseat services, especially due to site maintenance, security reviews, or capacity issues, and because of events that may not be controlled or influenced by Dataseat (e.g. anomalies in public communication networks, power shortages, etc.).

  1. Insertion orders

3.1.Binding nature. Where the Customer has submitted a Dataseat Insertion Order (“IO”) in order to engage the services provided by Dataseat, the terms contained in such IO shall be regarded as a binding agreement between the parties and shall be complementary to, but not a substitute of, these Terms of Use.

3.2.Relation with the Terms of Use. The submission of the said IO shall not revoke or affect in any way the content and effect of these Terms of Use unless it is so laid down in the IO, or when there is discrepancy between the IO and these Terms of Use, in which case the IO shall prevail. If the IO and this Terms of Use establish a set of rules concerning one same matter (i.e. ad content policy), both set of rules shall apply at the same time, unless they are materially incompatible, in which case the IO shall prevail.

3.3.Relation with IAB Terms. IAB Standard Terms and Conditions for Internet Advertising for Media Buys (Version 3.0) (the “IAB Terms”), shall apply as a subsidiary set of rules to this agreement. In case of discrepancy between the IAB Terms and either these Terms of Use or the applicable IO, the Terms of Use or the applicable IO shall prevail.

  1. Customer obligations

4.1.Indemnity. Customer undertakes to make diligent use of the site and the services provided by Dataseat, in full compliance with the relevant IO, these Terms of Use, the IAB Terms when applicable, and the relevant regulations. Customer shall indemnify and hold Dataseat (as well as its agents, affiliates, directors, officers, employees and partners), harmless of any damage, including any kind of cost, penalty, or loss profit, arising from the Customer’s non-compliance with its obligations.

4.2.Information provided by the Customer. All information provided by the Customer through the site shall be truthful. Customer guarantees the authenticity of all data communicated as a result of completing the forms necessary for the subscription and use of the services provided by Dataseat. Customer shall be held responsible for keeping constantly updated all information provided to Dataseat, so that said information is at all times accurate. Customer will be solely responsible for any false or inaccurate information provided to Dataseat, as well as for the damage caused to Dataseat or to third parties due to such unreliable information.

4.3.Registry. Dataseat may require at any moment that the Customer has a registered account in order to have access to any of the services provided by the site. In such case, the Customer username and password may not be transferred or assigned, even temporarily, to any third party. In the event that the Customer knows or suspects that their password is being used by any third party, the Customer shall inform Datseat of such a breach.

4.4. Use of the site. Unless previous authorization is granted by Dataseat, the Customer may not carry out the following behavior:

  1. a) To use software or scripts in connection with site usage.
  2. b) To block, overwrite, modify or copy the site code, unless such action is necessary for the proper use of the services offered at the site.
  3. c) Any action that may impair the correct functioning of the site, especially overloading its servers.
  4. d) To use any of the materials and information contained in this site for illegal aims, or by any aim expressly prohibited by these terms and conditions.

Dataseat retains the right to terminate, at its sole discretion, any accounts involved with botnets and related activities.

4.5.Payment terms. Invoices issued by Dataseat shall become net and payable within 30 natural days since date of issuance. In case of late payment, Dataseat shall apply different levels of penalties, including (i) stopping operational activities (quoting, reporting, launching new campaigns), (ii) stopping current campaigns, and (iii) a 1% daily default rate of interest on monies overdue. Dataseat shall have the right, but not the obligation, to seek payment of past due amounts directly from the applicable advertiser represented by the Customer (if there be one), without reducing or limiting Customer’s obligation in any way.

4.6.Ad standards. Dataseat, at its own discretion, may refuse to run any ad or campaign if it determines that such ad or campaign does not comply with Dataseat ad quality standards, mobile advertising good practices or applicable regulations, or would otherwise be inappropriate or damaging to Dataseat or its partners.

User shall refrain from submitting, and Dataseat shall refuse to run, among others, (i) ads that promote or depict illegal content or activities, violence; (ii) ads that contain advocacy against any protected group (e.g., racial or ethnic origin, sexual orientation/gender identity, age, disability, sex, religion, color, national origin, or veteran status); (iii) ads that depict offensive content or activity; (iv) ads that infringe third party intellectual property; (v) ads that are deceptive or resemble Customer interface elements (e.g. text boxes) or feature excessive animation, shaking or smileys; (vi) ads that mislead the end user insofar as the ad doesn’t match with the final product; (vii) ads that include rotating or auto-expanding rich media creative; (viii) deceptive ads that replicate the Customer interface of OS notifications; (ix) ads that contain creative with iframes; or (x) ads that include applications such as viruses, spyware, and malware.

4.7.Update of ad standards. Dataseat may set forth at any time (for instance, in its IO) further restrictions on ad content and creative attributes.

4.8.Fraudulent campaigns. Customer shall refrain from submitting campaigns that Dataseat regards as deceptive, malicious, or fraudulent. A campaign shall be regarded as fraudulent when it generates queries, impressions, click-throughs, conversions, subscriptions, and/or other actions through any automated, deceptive, fraudulent or other invalid means (including but not limited to click spam, robots, macro programs, and internet agents), or encourage or require end users to click on ads through offering incentives or any other methods that are manipulative, or attempt to create a substitute or similar service through access to any of the Dataseat services or proprietary information related thereto. A campaign shall also be regarded as fraudulent when it starts any kind of action (such as a download, a subscription or a call), without the end user’s informed consent and engagement. Customer acknowledges that fraudulent campaigns may result in direct damage to Dataseat (including costs, penalties or loss profit, as well as Dataseat’s exclusion from real time bidding markets). Customer shall fully indemnify and hold Dataseat (including its affiliates, directors, agents or employees), harmless of any such damage caused by a fraudulent campaign, including income lost due to Dataseat’s exclusion from a real time bidding market.

4.9.Compliance check. At any given moment Dataseat may require Customer to provide further evidence that its campaigns comply with the regulations set forth in this Terms of Use and in the IO. As an example, Dataseat may require screenshots of the landing pages or tracking systems for any current, past or oncoming campaign managed by a Customer. 

4.10. Brand safety. Dataseat offers customers brand safety tools and processes that are described in the Dataseat Brand Safety Policy.

  1. Disclaimer. Warranties and liability

5.1.Disclaimer. Except where expressly provided in these Terms of Use and in the applicable regulatory framework, Dataseat is not responsible for damages of any kind that may result from the lack of accuracy, completeness or timeliness, or from errors or omissions in the content of the site and the services provided to the Customer, unless the provision of such content in certain conditions has been specifically guaranteed by Dataseat to the Customer.

5.2.No warranty. The site is provided by Dataseat on an “AS IS” and on an “AS AVAILABLE” basis. To the fullest extent permitted by applicable law, Dataseat makes no representations or warranties of any kind, express or implied, regarding the use or the results of this site and the services provided by means of this site, in terms of its correctness, accuracy, reliability, or otherwise. Dataseat shall have no liability for any interruptions in the use of this site. Dataseat disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement.

5.3.No liability. Dataseat excludes any liability for damages of any kind (including any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use) that may be due to lack availability, continuity, or accuracy of the site, and the services rendered through the site.

5.4.Third party information. While Dataseat makes every effort to ensure that the information on the site is accurate, no representations or warranties are made as to the accuracy or reliability of any information provided on this site, specially the information provided by publishers or third parties of any kind.

  1. Links to third party websites

6.1.Inclusion of third party links. Dataseat may include in the site links to third party sites with the aim of facilitating access to relevant information available on the Internet. Dataseat shall not be held responsible for the contents of the links between the site and third party sites not managed by Dataseat. Such links or references are for informational purposes only and in no way imply an endorsement, approval, or commercial relationship of any kind between Dataseat and the persons who manage or own the said third party sites.

  1. Intellectual Property Rights

7.1.Copyright. The IP contents of this site, including its code, are subject to Copyright © 2020 – Dataseat Limited. Consequently, all economic and/or exploitation rights in connection with the contents of the site are held by Dataseat, unless they have been licensed to Dataseat by a third party. The reproduction, transmission, adaptation, translation, modification, public communication or any other use of all or part of the contents of this site, in any form and by any means, is strictly prohibited unless it has been authorized in written form by Dataseat.

7.2.Content of the site. The text, graphics, images, audio, databases, logos, structure, brands and other elements of this site protected by intellectual property rights are held by Dataseat and/or by any third party owners who have duly authorized their inclusion on the site by means of the corresponding agreement with Dataseat.

7.3.Trademark. Dataseat, the Dataseat logo, and all related marks and logos, are registered trademarks of Dataseat. All other marks are the property of their respective owners. Such use of trademarks or links to the websites of third parties are not intended to imply, directly or indirectly, that such third parties endorse or have any affiliation with Dataseat.

  1. Privacy and personal data protection

8.1. Dataseat Privacy Policy & Data Subject Rights Policy. Dataseat Privacy Policy is posted in the following URL: https://dataseat.com/privacy-policy

8.2. Customer compliance and privacy policy. Customer represents and warrants that, at all times during the term of this agreement it shall maintain a posted privacy policy accessible by direct link from the Customer’s home that (a) complies with all applicable laws, rules and regulations, (b) accurately discloses the data collection, use and disclosure practices applicable; and (c) discloses the use of one or more third parties for ad serving. In particular, Customer shall ensure that its privacy policy describes accurately the process by which data subjects can exercise their personal data rights with regards to Customer, and in particular the right of access as described in Article 15 GDPR. Customer shall ensure that on each website or application where information is being collected by pixel, beacon or similar technology for monitoring or retargeting purposes, such information is collected in compliance with all applicable e-privacy regulations. Dataseat may from time to time require Customer to provide specific additional notice mechanisms consistent with applicable laws or industry self-regulations.

8.3. Children’s Privacy. Dataseat does not knowingly collect any personal information from children under age of thirteen (13). Should Customer’s site or services be directed to children under age of thirteen (13) or should Customer collect information from children under age of thirteen (13) (further collectively referred as “Children’s Content”), we require Customer at all times to comply with the Children’s Online Privacy Protection Act of 1998 (“COPPA”) as amended from time to time. In addition, we require Customer to immediately notify Dataseat by sending an email to privacy@dataseat.com or contacting its Dataseat account manager in the event Customer uses the Dataseat services in connection with Children’s Content. Should Customer choose not to notify us, we will assume that Customer is not using Dataseat services in connection with Children Content and is compliant with COPPA. We refuse liability for Customer’s failure to prior notify us and honor its obligations as herewith the request and per Dataseat’s Privacy Policy.

8.4. Personal Data Protection. Dataseat informs Customer of the existence of personal data files concerning the personal data of Customer and/or its team, created and managed by Dataseat as data controller. The Customer has the right to access, rectify, erase or block the personal data controlled by Dataseat. These rights can be exercised by means of an email addressed to the address privacy@dataseat.com.

8.5. Data Processing Addendum concerning digital identifiers. The parties will enter a separate Data Processing Addendum, following the contractual agreement provided by Dataseat, concerning the processing of digital identifiers such as device identifiers, cookie identifiers, and IP address, by Dataseat as data processor, following the instructions of Customer as Data Controller. This Data Processing Addendum contains the whole agreement between the parties as to the processing of such digital identifiers .

8.6. Additional Data Processing Agreement. Besides the digital identifiers whose processing is the object of the Data Processing Addendum described in section 8.5, the Parties acknowledge that in some instances either of them (the ‘Controller Party’) may transfer to the other (the ‘Processor Party’), or the Processor Party may independently collect, certain personal data concerning the Controller Party’s employees, collaborators or contacts, that is necessary for the purposes of executing the advertising campaigns entrusted by Customer to Dataseat, and to fulfill the obligations of both Parties under this agreement (“Controller Personal Data”). For what concerns such processing of Controller Personal Data, the Parties agree as follows:

(i). Controller Personal Data shall be processed by the Processor Party exclusively for the purpose of fulfilling its obligations under the IO and this Agreement, and under the instructions of the Controller Party. In no event shall Controller Personal Data be transferred to any third party, unless such transfer is necessary for fulfilling this Agreement.

(ii). When Processing Controller Personal Data, the Processor Party shall ensure that it implements and maintains appropriate technical and organizational security measures, in accordance with the standards in force in the digital advertising sector, and with GDPR. The Processor Party shall provide to the Controller Party any information it may reasonably require concerning the security measures taken in order to protect Controller Personal Data.

(iii). In no event shall the Controller Party transfer, or to the Processor Party process, any personal data that may fall into the categories of data envisaged in Articles 9 and 22 GDPR.

(iv). The control of Personal Data remains with the Controller Party. The Controller Party is responsible for compliance with its obligations as data controller under data protection laws, and shall inform any and all data subjects of their rights as envisaged in the GDPR and any other applicable data protection regulation. It shall provide the means for effectively exercising such rights. In particular, Customer must provide visible notice to, and where necessary, obtain consent from, its employees, collaborators and contacts, regarding the scope of Customer’s and Dataseat’s collection, sharing, and use of data in the context of the services provided by Dataseat to Customer.

(v). Dataseat is hereby authorized to engage third party subprocessors that will assist Dataseat in the provision of the Dataseat services.In particular, Customer is hereby informed that Customer Personal Data will be processed by providers of cloud services such as Amazon Web Services, Google and providers that may change from time to time in line with business requirements. Customer is entitled to ask for any additional information concerning such subprocessors, as it may be reasonably necessary. Customer shall only be entitled to engage third party subprocessors if it receives a prior written authorization by Dataseat.

(vi). Following the termination of the Dataseat services, the Processor Part will promptly delete or otherwise render inaccessible all copies of the Controller Personal Data, except as may be required by law.

(vii). Dataseat is entitled to transfer to and store, Customer data in the United States, and in certain countries where data protection laws may be different from the EU regulations, provided that in every case it will be obliged to enter into the relevant Standard Contractual Clauses for data exportation, as approved by the European Commission at the time. Customer shall provide its customers with sufficient notice thereof, and when necessary obtain their consent for such transfer, storage and use.

(viii) The Processor Party shall ensure that every person that is granted access to Controller Personal Data as an employee, agent or contractor of the Processor Party, has contractually committed to or is under a statutory obligation of confidentiality.

(ix) Taking into account the nature of the processing, the Processor Party shall assist the Controller Party in implementing appropriate technical and organisational measures in order to ensure the fulfilment of the Controller Party’s obligation to respond to requests concerning the exercise of data subject rights. The Processor Party shall: (i) cooperate with the Controller Party in order to ensure that the rights of data subjects are fully respected, and promptly follow the Controller Party’s instructions concerning their exercise (instructions such as deleting, transferring, or processing the data of Data subject); and (ii) in case that a data subject contacts the Processor Party, such party will immediately notify the other Controller Party and will refrain from responding to the relevant data subject except on the documented instructions of the Controller Party or as required by applicable laws.

(x) Each Processor Party will provide to the relevant Controller Party any reasonable information it may demand, concerning the processing of personal data controlled by such Controller Party. In addition to that, it will provide any evidence that is reasonably requested by the Controller Party concerning the fulfillment of the Processor Party’s obligations under the applicable data protection regulations.

(xi) The Processor Party will immediately notify the Controller Party in case it suspects or becomes aware of a Personal Data Breach affecting Controller Party Data, and will immediately provide Controller Party with sufficient information and evidence to allow Controller Party to meet any obligations to report or inform Data Subjects of the personal data breach. In addition to that, the Processor Party will immediately take any action required in order to put an end to such data breach, and will provide to the Controller Party evidence of such action.

8.7. Data processing by third parties. In the context of the services provided by Dataseat to Customer, Customer may instruct Dataseat to transfer certain data to third parties such as ad serving or tracking companies (hereinafter “third party data processors”). In such event, Customer warrants to Dataseat that it has entered into a data processing agreement with the relevant third party data processor that fulfills all the requirements set in the GDPR and any other applicable data protection regulation, and that such third party data processor will use the transferred data (i) in compliance with all applicable laws; (ii) exclusively for the purpose of providing services to the Customer related to the ad campaigns run by Dataseat; (iii) that the third party data processor will neither store nor share such data with a third party; and (iv) that the third party shall implement appropriate technical and organizational measures to protect the data against destruction or loss, alteration, unauthorized disclosure or access. Dataseat will be entitled to refrain from executing such data transfer if it reasonably believes that these requirements have not been met.

  1. Governing law and dispute resolution

9.1.Applicable law and competent jurisdiction. Any dispute arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales. Any dispute arising from the use and/or contents of this site shall be submitted to the exclusive jurisdiction of the courts of England and Wales.