TERMS OF USE

These Terms of Use govern all access to and use of the digital marketing solution (the "Services") provided by Marketer Technologies AS ("Marketer"). A party or individual that have been granted access to use the Services will in the following be referred to as a "Customer".

All Customers are bound by these Terms of Use. The Customer (or its representative) represents and warrants to: (i) have full legal authority to bind any entity it represents to these Terms of Use; (ii) have read and understands these Terms of Use; (iii) agree, on behalf of the party that it represents, to these Terms of Use and (iv) to be responsible for all individuals’ use of the Services based on the Customer’s obtained access.

1 THE SERVICE

The Services is a digital marketing solution that includes functionality for creating, ordering and performance reporting of digital marketing packages. The Services can also include assistance with composition of advertisements, selection of relevant target groups and optimization of campaigns etc.

The Services is available for multiple platforms, and can be customized with the Customer’s own profile and brand. Marketer reserves the right to make changes to the Services, including, but not limited to, the current components offered through the Services, as well as removing and adding new components to the Services.

2 REQUIRED ACCESS

To use the Services, Marketer, its external partners/freelancers and/or subcontractors may require necessary, programmatic, access to amongst others the Customer’s product inventory/service offerings, social media or advertising accounts, such as Facebook, Instagram and Google AdWords, and will request such access from the Customer. Some functionality, e.g. tracking of ads and traffic analyses, may require that the Customer makes necessary implementations and adjustments on its webpage and systems. Consent is voluntary and may be withdrawn by the Customer at any time. However, withdrawing access might result in limited or complete loss of the Services’ functionality. Marketer is not liable for delays or inability to deliver purchased Services due the Customer’s withdrawal or termination of required access. Such withdrawal does neither entitle the Customer to any refund or waiver of payment.

From time to time, Marketer may update the Services, and may require access to other social media accounts, advertising accounts or similar in order to provide the Services.

3 COOPERATION FROM CUSTOMER

When ordering a campaign,the Customer is responsible for providing necessary, programmatic, access to content (including pictures and text) by a method and in a format supported by the Service. The Customer accepts that Marketer, through the access granted by the Customer, may collect all relevant material and information in order to provide the Services.

The Customer acknowledges and agrees that the campaign is based on the material provided by the Customer, and the Customer is responsible for having the necessary rights to use the material, updating and maintaining the accuracy of all information provided to Marketer, as well as providing all necessary information to ensure compliance with applicable rules and regulations.

Marketer will use reasonable efforts to ensure compliance with applicable rules and legislations. However, the Customer is responsible for the contents of any campaign, advertisements and posts and no claims can be made towards Marketer based on noncompliance with any rules or legislation.

4 PROVISIONS OF THE SERVICES AND TIME OF DELIVERY

The Customer acknowledges and accepts that Marketer, fully or partially, may use external partners/freelancers and/or subcontractors for the provision of the Services, unless otherwise agreed between the parties.

The delivery time will depend on the character and scope of a campaign. The earliest possible start date will be displayed before submitting an order, and the Customer can choose a desired start date which may not be prior to the earliest possible start date displayed. All stated times of delivery and earliest possible start dates are indicative, and will not constitute binding agreement of delivery or campaign start at a certain time. Marketer will use reasonable efforts to deliver and publish campaigns as indicated, but may not be held liable for delays caused by the Customer, other third parties, platforms, access etc. or any other cause outside Marketer’s control or minor delays caused by Marketer or its systems.

5 APPROVALS OF CAMPAIGNS

The Customer can choose between automatic or manual approval of delivered campaigns. If automatic approval is chosen, the campaign will become active and published automatically at or around the chosen start time. If manual approval is chosen, the Customer must actively approve the campaign prior to publication. The Customer is solely responsible for approving the campaign prior to the desired time for publication. In case of manual approval, the Customer may request one revision of the campaign prior to publication. If such request is made, this will entail a new time for delivery and, if necessary, a new start time for the campaign must be set. The Customer is responsible for controlling the campaign prior to manual approval, to ensure the accuracy and quality of the campaign and the information therein.

The Customer is responsible for performing such control directly subsequent to publishing of the campaign, where automatic approval has been chosen. Any errors, inaccuracies or other irregularities must immediately be notified to Marketer. In no event shall Marketer be responsible for errors, inaccuracies or other irregularities which was or should have been discovered by the Customer.

6 OTHER CONDITIONS FOR USE

The Services contains copyright protected material and other Intellectual Property Rights owned by Marketer or other third parties. The Customer has no right to any such content or Intellectual Property Rights. The Customer is strictly prohibited from (i) copying, preparing derivative works of, decompiling or reverse engineering the Services or any product generated through the Services, (ii) using products generated through the Services to create a competing product, (iii) using the Services to store or transmit any malware or for any other unlawful or fraudulent purpose, or (iv) attempting to gain access to parts of the Services to which the Customer is not granted access.

The Customer agrees to use the Services, including all features and functionalities associated therewith, in accordance with these Terms of Use, all applicable laws, rules and regulations and other restrictions on use of the Services or content therein.

The Customer acknowledge that use of the Services may require third party software that is subject to third party licenses and that it will receive updated versions of the Services and related third -party software. The Customer accepts that the Services from time to time may be partly or completely unavailable due to amongst others maintenance. Marketer will, to a reasonable extent, provide the Customer with information about any limitations in availability.

Marketer may without notice and with immediate effect terminate, suspend or restrict the Customer’s use of the Services, if there is a suspected violation of these Terms of Use, illegal or fraudulent use of the Services. Marketer may also terminate the Services up on its decision to discontinue provision of the Services or other reasonable grounds. In case of termination initiated by Marketer, the Customer will be notified by email sent to the registered email address.

7 PRICES AND PAYMENT

Use of the Services is subject to a pay-per-use model. The price for a campaign will be determined on an individual basis, depending on the campaign’s character, scope, duration, etc. The applicable price is stated prior to Customer’s placing of an order for a campaign. All prices are stated exclusive of VAT.

Marketer will invoice the Customer for all ordered campaigns. Invoice will be issued upon order, and payment will fall due within seven (7) days of the date of issue, unless otherwise agreed between the parties. All invoices will be sent to the Customer’s registered email address, unless otherwise agreed between the parties. The Customer may request that Marketer issues its invoice directly to the Customer’s subsidiary, affiliated companies or other third party. If Marketer chooses to accept such a request, the Customer shall nonetheless be liable for Marketer’s receipt of full payment for the order.

Late payments are subject to penalty interest in accordance with the Norwegian Act relating to Interest on Overdue Payments.

The Customer will not be entitled to any refund or other economic compensation upon the Customer’s cancellation or discontinuation of its use of the Services or any campaign.

8 DATA AND CONTENT OWNERSHIP AND USE

The Customer is responsible for compliance with applicable data protection and privacy legislation when using the Services.

The Customer retains ownership to all content and data provided by the Customer as well as data generated through its own use of the Services. The Customer grants to Marketer a non-exclusive, royalty-free and perpetual license, to utilize data generated through the Customer's use of the Services in its own discretion, for the purpose of improving, promoting and providing the Services, to the extent such utilization is not prohibited by mandatory law.

All information submitted, or provided access to, by the Customer will be treated as non-confidential, unless otherwise specified by the Customer. Marketer, its representatives and subcontractors shall take all necessary and appropriate measures to maintain, keep confidential and protect information specifically identified by the Customer as "confidential" or "proprietary". Marketer will only use information in an aggregated or anonymized form, unless detailed/individual and identifiable information is necessary in order to provide and improve the Service.

The Customer accepts that Marketer may collect data and information regarding the Customer’s use of the Services and from advertisement accounts and other platforms Marketer is granted access to by the Customer, as well as other statistical data, in order for Marketer to provide and improve the Services.

Marketer owns all data generated by the Services, not comprised by the Customers right as defined above. Marketer may provide the Customer access to such data, in order for the Customer to utilize the Services. Marketer may use information about the Customer and its relationship to Marketer for marketing purposes. Marketer will establish separate advertisement account(s) for the Customer on relevant platforms, which the Customer will be given access to. The Customer may request that the advertisement account(s) are transferred to the Customer upon cancellation or discontinuation of its use of the Services, and Marketer will perform such transfer, if possible according to the relevant platform’s rules and functionality.

9 INTELLECTUAL PROPERTY RIGHTS

Marketer own and retain all right, title and interest, including all patent, copyright, trade secrets, trademark and other intellectual property rights (collectively "Intellectual Property Rights"), in and to the Marketer brand, the Services, campaigns and associated documentation (save for specific information, images, text etc. provided by the Customer), and any updates, modifications, improvements and derivatives thereof, unless otherwise agreed between the parties. This also applies to any elements of the Services generated partially or fully based on material provided by the Customer. Marketer reserves all rights not expressly granted to Customer in these Terms of Use.

10 WARRANTY DISCLAIMERS

Marketer will use reasonable efforts in collecting, preparing and providing quality information, material, campaigns, reports and statistics, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of such content or other information contained in the Services or the effect of the use of the Services. Marketer will use reasonable efforts to avoid any unauthorised access to the Services and material available in the Service, but makes no warranty or guarantee about the safety and security of the Services.

11 LIMITATIONS OF LIABILITY

The Service and correspondence from Marketer to the Customer may contain links to or refer to third party content. In no event shall Marketer, its consultants, employees, or suppliers be liable for such third-party content. Marketer is not liable for any consequences of termination/cancellation of its access to necessary networks, social media platforms, other technical issues etc., that Marketer may not reasonably be expected to overcome.

In no event shall Marketer, its consultants, employees, or suppliers be liable with respect to the Services for (i) any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind, or (ii) for any bugs, viruses, etc. In no event shall Marketer’s total liability towards the Customer or any third party exceed the amount of NOK 50,000.

12 INDEMNIFICATIONS

The Customer agrees to indemnify and hold harmless Marketer, its consultants, employees, and suppliers with regard to any claims, actions, losses, damages, costs and liabilities (including attorney fees) which may arise from the Customer’s unauthorized or unlawful use of the Services, the Customer’s breach of these Terms of Use or infringement by the Customer or its represent atives of any Intellectual Property Rights or other rights of any third party.

13 FORCE MAJEURE

Marketer shall be excused from performance and shall not be in default in respect of any obligation in relation to the Service, to the extent that the failure to perform such obligation is due to strike, lock-out, third parties’ termination or discontinuance of applicable services, fire, flood, earthquake, elements of nature, war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of Marketer.

14 ASSIGNMENTS

Provision of the Services, including, but not limited to, the Customer relationship, these Terms of Use and the rights and obligations hereunder, may be assigned or otherwise transferred to a third party, either partly or in whole, if a third party directly or indirectly acquires (i) substantially or all of the assets connected to the Services, by purchase, reorganisation, bankruptcy, or otherwise; or (ii) ownership or control of Marketer or its succe ssor, whether by purchase of shares, through a merger or otherwise.

15 MODIFICATIONS OF TERMS OF USE

These Terms of Use may be changed, modified, supplemented or updated from time to time. If such changes will materially affect the Customer’s use of the Services, Marketer will do its utmost to provide notification of such changes. The Customer’s continued use of the Services after any such changes to the Terms of Use are effectuated will constitute acceptance of those changes.

16 GOVERNING LAW

These Terms of Use shall be governed by and construed in accordance with the laws of Norway.

The Parties shall try to resolve any disagreement or dispute under these Terms of Use through negotiations. If the Parties after such negotiations are not able to reach an amicable solution, any disputes may be brought before the ordinary courts. The legal venue shall be Oslo City Court unless otherwise required by applicable law.

17 CONTACT POINTS

Any questions or concerns about these Terms of Use may be directed to support@getmarketer.com, +47 922 98 764 or at the mailing address provided below. Marketer will attempt to respond to questions or concerns promptly after they have been received.

Marketer Technologies AS
Gaustadalléen 21
N-0349 OSLO
NORWAY
Business reg. no: 917 742 928 (NO)

Last Updated: 15 August 2017