These general terms and conditions (”General Terms”) shall apply to any marketing campaign (“Marketing Campaign”) implemented by Wehype Global AB, Reg. no. 559068-6936 (“Wehype”) with an advertiser (the “Advertiser”) specified in a separate marketing agreement (the “Marketing Agreement”) (the Marketing Agreement and these General Terms are together referred as the “Agreement”) where reference is made to these General Terms, insofar as they are not amended by a written agreement between the parties.
These General Terms exclude and supersede any other terms and conditions or other similar documentation submitted by the Advertiser.
These General Terms may not be altered or modified unless agreed in writing by an authorized signatory of Wehype.
1. Advertiser’s commitments and obligations
Wehype grants to the Advertiser the right to collaborate with Wehype’s Broadcasters (the “Broadcasters”) in accordance with the applicable Marketing Agreement and these General Terms.
The Advertiser may not, under any circumstances, for the period of twelve months from the date of the Marketing Agreement, do collaborations on Twitch with the Broadcasters stated in the Marketing Agreement other than for the performance of the agreed Marketing Campaign without explicit permission from Wehype.
The Advertiser is responsible for ensuring that the Advertiser’s use of the Marketing Campaign does not violate any applicable regulations or laws and for ensuring that the Advertiser holds any permits necessary for the Advertiser’s use of the Marketing Campaign.
In order for Wehype to be able to perform its commitments according to the Marketing Agreement, the Advertiser must provide Wehype with necessary information, assistance, products, and documentation. The Advertiser is responsible for the flaws in the information, documentation, and products that are provided by the Advertiser.
The Advertiser grants to Wehype the right to use its brand, trade name, or logotype for internal statistics and marketing purposes limited to Wehype’s Website and sales activities.
2. Wehype’s commitments
Wehype commits to provide to the Advertiser, the service and Broadcasters in accordance with the Marketing Agreement. Wehype shall assist the Advertiser regarding all contacts and information about the Marketing Campaign to the Broadcasters, that is necessary for the performance of the Marketing Campaign.
3. Prices and payment
The agreed prices are fixed and no price adjustment other than stated in the Marketing Agreement shall be made without the prior written agreement of both Wehype and the Advertiser. Payment shall be made within 30 days from the date of invoice. Undisputed payments which are overdue shall incur an interest rate of 10 % p.a. The agreed prices are excluding VAT insofar as nothing else is stated in the Marketing Agreement.
4. Contact persons
The appointed contact persons shall be responsible for the contacts between the parties. The contact persons shall have the right to make binding decisions and receive messages from the other party within the scope of the Marketing Agreement. The contact person may not be changed without informing Wehype.
5. Intellectual property rights and right to data
Any and all statistics and data emanating from the performance of the Marketing Campaign, including all data collected, shall be the sole and exclusive property of Wehype. The Advertiser has the right to get access to the data. Wehype has no right to sell, share or send the data to a third party.
The Advertiser hereby grants to us the right to use Advertiser’s brands, trademarks, and logotypes in a Campaign initiated by Advertiser.
The Advertiser hereby grants to Streamers participating in Advertiser’s Campaign the right to use Advertiser’s brands, trademarks, and logotypes for marketing purposes in accordance with the Terms, Advertiser’s instructions and any applicable Campaign description.
6. Liability for errors
Wehype warrants that the Broadcaster, during a Marketing Campaign will comply with the provisions stated in the Marketing Agreement.
In case of breach of the warranty stated above, the Marketing Campaign shall be deemed defective (a “Defect”) and the Advertiser shall, as the sole and exclusive remedy available to the Advertiser, have the right to require rectification of the Defect. The following shall however not be regarded as Defects: (i) errors caused through the Marketing Campaign not being, by the Advertiser, used in a way that it was intended for or (ii) errors caused through the Advertisers failure to comply with the Agreement.
Wehype’s liability is limited to Defects which are documented and reported to Wehype within five workdays from the date of the last day of the Marketing Campaign. Wehype is not liable for Defects which are not reported to Wehype in accordance with the above.
If the Advertiser reports a Defect for which Wehype is not liable, the Advertiser shall reimburse Wehype for any and all costs incurred by Wehype (including work necessary to assess the alleged Defect) due to such incorrect reporting.
7. Other remedies and limitation of liability
Unless otherwise specified in the Agreement and with an exception for cases of gross negligence or intentional misconduct, Wehype shall never be liable to compensate the other party for indirect damages, consequential damages, loss of data or other similar types of damages.
Wehype is not responsible for damage due to loss of information or data, such as measurement data or other data which may have been generated through the Marketing Campaign.
In order not to lose its right to claim damages, a party must assert any claim for indemnification to the other party within one month from the point of time when the party became aware of, or ought to have become aware of, the occurrence giving rise to the claim.
Wehype’s liability according to these General Terms shall always be limited to the price of the Marketing Campaign.
8. Force majeure
Neither party shall be responsible for failure to perform its obligations by reason of circumstances such as power failure, virus attack, server breakdown, interruption in internet delivery, war, lightning strikes, industrial disputes, fire or by reason of regulations or orders of any competent authority or court. If the failure is caused by a third party on which either party is dependent for the implementation of the Marketing Campaign, neither of the parties shall be liable for the failure if the third party would have been subject to the aforementioned exceptions, should the third party have been a party to the Assignment Agreement. Any difficulty in performance caused by force majeure shall be documented by giving written notice to the other party within 72 hours of the event. The notice shall set forth such information as may be available with respect to the nature, extent, and effect of the act or event of Force Majeure.
If either party has not fulfilled its obligations under the Marketing Agreement due to a force majeure event during a consecutive period of more than three months either party shall be entitled to terminate the Marketing Agreement with immediate effect without incurring any liability towards the other party.
Without limitation in time, both parties undertake not to disclose any information received, in writing or orally, from the other party relating to such party’s business which can be considered as a business or trade secret to any third party. Any information which has been designated by a party as confidential or classified shall always be regarded as a business or trade secret of such party (“Confidential Information”).
The confidentiality obligation set forth above shall not apply to Confidential Information (i) that a party can show was received by it in any other way than through contact with the other party in relation to the Marketing Campaign or (ii) that is publicly known.
Each party agrees to make such efforts and take such measures with its employees to avoid disclosure or dissemination of Confidential Information as the party may employ with respect to its own proprietary information.
Each party further agrees not to appropriate or use, on its own behalf, or on behalf of others, any of the Confidential Information disclosed by the other party.
In case of any conflict between these General Terms and a Marketing Agreement, the Marketing Agreement shall prevail. If one, or only certain specific, provisions is affected by such conflict it shall not affect the remaining provisions of these General Terms.
11. Governing law and dispute resolution
The Agreement shall be governed by the substantive 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 settled by the district court of Uppsala, Sweden, in the first instance.