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SMOC.AI Terms of Service

Version made: 26.06.20 

SMOC.AI terms of service for business customers. 
Please read these terms of service ("terms", "terms of service") carefully before signing up to and using the Smoc.ai console (the "service") operated by SMOC.AI AS (org 923403418) ("us", 'we", "our").


1. Background and structure 

The agreement is between you as an advertiser and brand-owner (“Brand-owner”, “you”, “your”) and SMOC.AI AS organisational no. 923 403 418, (“SMOC”, “we”, “us”, “our”). 

“Operator(s)” are entities who have access to potential target groups for your advertising through their Operator channels, with which SMOC has agreements. 

“Operator channel(s)” are the means of communication used by Operators, such as apps, web pages, newsletters and text messages, through which your marketing message is to be delivered.

The purpose of the cooperation is to provide you with access to potential target groups through Operator channel(s). Members of such target groups is the “Audience(s)”.

You will sponsor a reward to the Audience reached through the Operator channels - if the Audience interact with your ads. 

This cooperation is supported by our “SMOC.AI platform”. 

The agreement consists of these general service terms for Brand-owner (“the Terms”), the data you entered about your organisation, prices stated at our website or quoted to you, our service description and any other additional terms we may have agreed to. Services will be performed in accordance with our current privacy policy.

Your brand category is stated in the sign up form. 

2. Use of the services and access to insights

You may access insights on campaigns you run and Audiences in the SMOC.AI platform. To comply with privacy regulation such insights are anonymous.  

You have no access to insights about other brand-owners, but you can compare your campaigns with anonymous brand-owners. If we consider it difficult to anonymise a brand-owner, we may exclude the brand-owner from the insights list. For example it is difficult to anonymise brand-owners in a category and a market with few brand-owners.

The brand module provides you with an overview of your different brands, locations, account, Campaigns and insight.

3. License and intellectual property rights

You grant us and Operators a non-exclusive, world-wide, transferable, time-limited license to use your content in Operator channels in order to reach the Audience with marketing messages from you.

We grant you a non-exclusive, world-wide, time-limited license to use our SMOC.AI platform to provide your marketing messages through Operator channels to the Audience.  
Your use of the SMOC.AI platform is limited to providing marketing messages to the Audience, for the duration of the agreement. You may not resell our services without our prior written approval.

4. Promotions

We will promote your marketing message through available Operator channels unless otherwise is agreed. All Operator channels may not be available for all brand-owners, as an Operator may exclude your category or you as Brand-owner from their Operator channels.  

Distribution of content and responsibility for content

You determine and are responsible for all content submitted to the SMOC.AI platform. We may require a specific format, in order to make content compatible with the SMOC.AI platform. We may discontinue distribution of content if the content has generated insufficient response from the Audience, as determined by us. 

We may exclude inappropriate content from our platform, such as content which is
a)    unlawful,
b)    infringing intellectual property rights, 
c)    untruthful, 
d)    insulting,
e)    harmful, 
f)    unethical, 
g)    adult content (porn etc.), 
h)    inciting violence, or
i)    is hyperlinking to such inappropriate content.

We are only responsible for transferring the content to the Operators channels. If you find the context in which your content appears inappropriate, we will move your content at your request to a different context. Your request to move your content is your only remedy for content context issues.

5. Personal data

Personal data will be processed in accordance to our GDPR compliant privacy policy [https://smoc.ai/privacy_policy]. 

6. Customer service for the Audience

Customer support to members of the Audience will be handled by you and the Operators. 

You will receive a FAQ from us, to be able to answer questions from members of the Audience. If you cannot answer, you will advise members of the Audience to contact Operators. 

If the query is SMOC.AI platform related, Operator may ask us, as second line support. Members of the Audience is not to be referred to us. 

7. Price

You pay for use of the SMOC.AI platform per Audience conversion or Audience interaction (collectively, “AIA”). A conversion is when a member of the Audience conducts the intended transaction, such as a sale. An interaction is when a member of the Audience performs the intended action, such as watching a video, redeeming coupons or coupons are redeemed by friend referrals. 

The AIA reward is specified by you for every marketing campaign. Higher AIA reward will normally lead to higher AIA response frequency. However, AIA response frequency may not correlate with the reward. 

Brand-owners will itself set up its campaigns in the SMOC.AI platform including setting a AIA reward size and a monthly budget.

The actual price of a campaigns may exceed the agreed budget by up to 20% of the agreed campaign budget. Any additional over-delivery, will not be payable.  

You may change the AIA campaign budget to a higher or lower amount by changing rhe settings in the SMOC.AI platform. 

Any balance will be corrected in the following month’s invoice.

8. Payment 

For the recurring payment we will invoice you monthly in advance.  

You may always increase your balance on the SMOC.AI platform in order to allow for an increased marketing activity. Such increase of your account balance may take place by use of credit card (faster) or by requesting and paying an invoice (slower).

You are responsible for maintaining a positive balance. 

The SMOC.AI platform displays your current balance. 

9. Disputes

Any conflict about the agreement shall if possible be solved amicably. If a negotiated solution is not achieved within 45 days, either party may bring the conflict for resolution before the Oslo City Court, as exclusive forum. Norwegian law applies.  

10. Duration

The agreement is effective for one year. If the agreement is not terminated in writing within three months of the end of a term, the agreement is renewed for another one year terms.  
Communication and changes 

All notices under the agreement shall be done in writing to legal@SMOC.AI. 

11. Confidentiality

Both of us will keep all information received from the other party confidential, perpetually. The parties must ensure that its employees, contractors and anyone acting on its behalf, is bound by an obligation of confidentiality. Breach of confidentiality is to be deemed as a material breach of contract.   

12. Market communications and marketing

The parties may use each other’s logo and name as a reference for marketing. The party to which the logo or name belong can always oblige the other party to discontinue the use. The use must stop within 15 days of receipt of written notice.

13. Termination and effect of termination

You may terminate the agreement at any time, with effect at the end of the current campaigns.

Both parties may terminate without a notice period if the other party is in material breach of the agreement. Notice of breach with reasons must be submitted in writing upon the termination. We may terminate the agreement during a term if you fail to pay within the due date, if you are insolvent or if your behaviour may damage the reputation of us or the SMOC.AI platform. 

After termination we may close all your access in one week. Your profile details will be deleted within six months, unless otherwise stated by law. Any positive account balance will be credited to you, after we have set it off against any claims.

14. Limitation of liability and indemnification

The parties’ liability under the agreement is limited to six months’ worth of payments made by you at the time the incident that gave rise to the claim took place. The parties cannot be held liable for indirect loss or damage such as lost goodwill, revenue, savings, profits or data.

If one of the parties causes loss or damage by grossly negligent or intentional breach of contract, no limitation of liability applies.

You will indemnify us against any claim from a third party, caused by your actions. 

We are not liable for any delay, loss or damage caused by another brand-owner, Operators, data centre or data connection failure, force majeure or any other event beyond our control.