This agreement (“Agreement”) between you (the “Customer”) and Social Internet Ltd. (the “Company”
or “Social Internet”, and together with the Customer, the “Parties”) governs the acquisition and use of
Social Internet’s Services
(as defined below) (the “Services”) by the
In the event that the Customer registers for a free plan and/or a free period for the Services, the applicable
provisions of this Agreement will also govern that free plan and/ or a free period.
By accepting this agreement, either by clicking a box indicating the Customer’s acceptance through an online order or by executing an order document that references this Agreement (the online order and the documented order form, an “Purchase Order”), the Customer agrees to be bound by this Agreement. If the Customer is entering into this agreement on behalf of a Company or other legal entity, the Customer represent that it has the authority to bind such entity and its affiliates to these terms and conditions.
IF THE CUSTOMER DO NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
Table of Contents
Subject to the terms and conditions of this Agreement and the applicable Purchase Order, Social Internet will make the Services available to the Customer.
As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s Social Internet account. Social Internet may monitor Customer’s use of the Services, and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Social Internet reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Social Internet will provide the Customer with Social Internet’s standard technical support pursuant to this Agreement and the applicable Purchase Order.
Social Internet agrees to provide the Customer with the Services, subject to and under the terms of this Agreement and any applicable Purchase Order.
• Proprietary Rights
Social Internet owns, controls and retains all the copyright and other intellectual property rights in the Services and the material on Social Internet’s Services, and in all content, trademarks, trade names, services marks and other intellectual property rights related thereto. The Customer hereby acknowledges and agrees that Social Internet is the owner of highly valuable proprietary information.
The Customer will not copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information (as defined below) or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Services, without first obtaining the prior written consent of the owner of such proprietary rights. The Customer will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.
The Customer owns all the copyright and other intellectual property rights of the any data and/or information provided during or after subscription by any person who opts into the IRM Software as an influencer, as well as data and/or information generated regarding such influencer as a result of customer’s usage of the IRM Software (the “Influencer Data”). The Customer grants Social Internet a royalty-free, non-exclusive, non-transferable, worldwide right to host, copy, cache, store, reproduce, perform, display, use, distribute, transmit and generally make available the Customer Data as reasonably necessary for Social Internet to provide the Services to the Customer in accordance with this Agreement and the applicable Purchase Order. Subject to the limited rights granted herein, the Company acquire no right title or interest from the Customer in or to any of the Customer Data.
“Confidential Information” means: (i) business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how; and (ii) information designated by the disclosing Party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential.
Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving Party; (ii) is or becomes available to the receiving Party on a non-confidential basis from a third Party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving Party without use of any of disclosing Party’s Confidential Information and by persons without access to such Confidential Information.
The Parties hereby agree not to use any Confidential Information of the other Party for any purpose other than as necessary to perform its obligations under this Agreement and the applicable Purchase Order. During and after the Term (as defined below), neither receiving Party will disclose any Confidential Information of the disclosing Party to any third Party without the prior written consent of the disclosing Party, except as may be required by Laws (provided that the Party obligated to make the disclosure shall give the other Party advance notice of such requirement to the extent legally permitted).
Each receiving Party shall be responsible for compliance with this Section and applicable provisions of this Agreement by its employees and Contractors, and shall obtain those provisions by each employee and Contractor to keep the Confidential Information of the disclosing Party confidential and to use it solely as required for the performance of the receiving Party’s obligations hereunder.
• Fees and Payments
The Customer will pay Social Internet all fees specified in the applicable Purchase Orders as negotiated and agreed between the Parties from time to time. Except as otherwise specified in this Agreement or in a Purchase Order, payment obligations are non-cancelable and fees paid are non-refundable. In the event that the Customer’s use of the Services exceeds the Services set forth on the applicable Purchase Order or otherwise requires the payment of additional fees, the Customer shall be billed for such usage. Social Internet reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Term (as defined below) or any renewal thereof, upon thirty (30) days prior notice to the Customer (which may be sent by email). If the Customer believes that Social Internet has billed him incorrectly, the Customer shall contact Social Internet no later than fifteen (15) days following such billing, in order to receive an adjustment or credit. Social Internet reserves the right, in its sole and absolute discretion, to refuse to undertake any query that it reasonably deems improper or unlawful.
Unless otherwise provided in the Purchase Order, payments for the Services will be made by credit card. For this purpose, the Customer will provide Social Internet with valid and updated credit card information. In the event that the Customer shall provide credit card information, the Customer authorizes Social Internet to charge such credit card for all Services listed in the Purchase Order at the first working day of each month, or in accordance with any different billing frequency stated in the applicable Purchase Order. In the event that the Purchase Order specifies that payment will be by a method other than a credit card, Social Internet will invoice the Customer at the first working day of each month whereby the payment shall be made by the 7th of each calendar month. The Customer shall be responsible for providing complete and accurate billing and contact information to the Company and notifying the Company of any changes with respect to such information.
If any invoiced amount is not received by the Company by the due date, then without limiting the Company rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and the Company may charge all expenses related to the collection of such amount. The Customer shall be responsible for all taxes associated with Services other taxes based on Company’s net income.
The Company’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Customer shall be responsible for paying all Taxes associated with the Customer’s purchases hereunder. If the Company shall have the legal obligation to pay or collect Taxes for which the Customer is responsible under this Section, the Company will invoice the Customer and the Customer will pay that amount, unless the Customer will provide the Company with a valid tax exemption certificate authorized by the appropriate taxing authority.
• Term and Termination
This Agreement will remain in full force and effect until expiration or termination of all of the Customer’s Purchase Orders (the “Term”).
The term of each Purchase Order shall be as specified therein (“Initial Term”). Except as otherwise specified in a Purchase Order, each Purchase Order will be automatically renewed for additional periods equal to the Initial Term, unless either Party gives the other notice of non-renewal at least thirty (30) days prior to the termination of the applicable Purchase Order.
Both Parties may terminate the Agreement or any Purchase Order issued thereunder: (i) upon 30 days written notice to the other Party of a material breach of the Agreement and/or the terms and conditions set out in the applicable Purchase Order, if such breach remains uncured at the expiration of such period, or (ii) in the event that the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (termination pursuant to sub-clauses (i) and (ii) above: “termination for cause”). In the event of termination due solely to a breach by Social Internet, then Social Internet shall refund the Customer any prepaid fees covering the reminder of the term of the applicable Purchase Order following the date of such termination. In the event of termination due solely to a breach by the Customer, then the Customer will pay all fees through the effective date of termination, plus all fees through the reminder of the term of the applicable Purchase Order.
Within thirty (30) days after the effective date of termination or expiration of this Agreement and upon request, Social Internet will make all electronic data and information provided by the Customer to the Company to enable the provision of the Services (“Customer Data”), available to the Customer’s for electronic retrieval. After such thirty (30) days period, Social Internet shall have no obligation to maintain or provide any Customer Data.
Sections 23, 4, 5, 7, 8, 10, 12, 14, 15 shall survive any termination or expiration of this Agreement.
• Representations and Warranties
The Parties hereby represents that it has validly entered into this Agreement and the applicable Purchase Order and has the legal power to do so.
The Parties represent and warrant that the Customer will at all times during the Term comply with all applicable social media advertising, marketing and promoting laws and regulations, and ensure that all communications and/or publications made pursuant to this agreement shall be clear, fair and not misleading. These laws and regulations may include the Financial Conduct Authority (‘FCA’) and / or the US Federal Trade Commission (‘FTC’) and / or any other local or national regulation concerning the endorsements by people through social Channels (e.g. Section 5 of the FTC Act (15 U.S.C. 45) to the use of endorsements and testimonials in advertising) or the regulation which refers to the mandatory inclusion of #AD and #SP and other endorsed promotion notifications in accordance to the regulations.
Social Internet warrants that during the Term, it shall use reasonable efforts to provide the Services in accordance with the terms of this Agreement and the applicable Purchase Order, in a manner which minimizes errors and interruptions. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Social Internet or by third-Party providers, or as of other causes beyond the Company’s reasonable control.
SOCIAL INTERNET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOCIAL INTERNET’S SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
The Company will indemnify, defend and hold the Customer harmless, to the extent permitted under the applicable law, from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including reasonable legal fees and expenses) (“Damages”), arising from a claim, suit, action or proceeding brought by a third Party against the Customer, alleging that any Services infringes or misappropriates such third Party’s intellectual property rights (a “Claim Against the Customer”), provided the Customer (a) promptly give the Company a written notice of such Claim Against the Customer, (b) give the Company sole control of the defense and settlement of the Claim Against the Customer (except that the Company may not settle any Claim Against the Customer unless it unconditionally releases the Customer of all liability), and (c) give the Company all reasonable assistance, at the Company’s expense. The above defense and indemnification obligations do not apply (i) with respect to portions or components of the Services that were not supplied by Social Internet, and/ or modified after delivery by the Company and/ or combined with other products, processes or materials where the alleged infringement relates to such combination, (ii) in the event that the Customer continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, and (iii) in the event that the Customer’s use of the Services is not strictly in accordance with this Agreement and the applicable Purchase Order.
If Social Internet receives information about an infringement or misappropriation claim related to a Services, Social Internet may in Social Internet’s discretion and at no cost to the Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate (ii) obtain a license for the Customer’s continued use of that Services in accordance with this Agreement, or (iii) terminate the applicable Purchase Order upon 30 days’ written notice and refund the Customer any prepaid fees covering the remainder of the term of the terminated Purchase Order.
The Customer will defend indemnify, defend and hold Social Internet harmless, to the extent permitted under the applicable law, from all Damages, arising from a claim, suit, action or proceeding brought by a third Party against Social Internet, alleging that any of the Customer Data infringes or misappropriates such third Party’s intellectual property rights, or arising from the Customer’s use of the Services in violation of this Agreement, Purchase Order or applicable law (each a “Claim Against Us”), provided the Company (a) promptly give the Customer written notice of the Claim Against Social Internet, (b) give the Customer sole control of the defense and settlement of the Claim Against Social Internet (except that the Customer may not settle any Claim Against Social Internet unless it unconditionally releases Social Internet of all liability), and (c) give the Customer all reasonable assistance, at the Customer’s expense.
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• Limitation on Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICES PROVIDERS BE LIABLE TO THE CUSTOMER OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF GOODWILL, DAMAGES FOR LOSS, CORRUPTION OR BREACHES OF DATA OR PROGRAMS, SERVICES INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO THE CUSTOMER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE CUSTOMER TO THE COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECIDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE CUSTOMER AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN TWELVE (12) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
• Data Protection
The Customer represents and warrants that the Customer will at all times during the Term: (i) comply, with all applicable data protection laws and regulations; and (ii) ensure that any use of the Influencer Data complies with all applicable laws and regulations.
Social Internet’s shall use the Influencer Data subject to the terms and conditions of this Agreement and be used only in accordance with Customer’s instruction. The Customer gives its acceptance for that subscribed influencers may be approached by Social Internet at its sole discretion, stated otherwise in the respective check-box on an online order or by a documented purchase order.
Social Internet will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data in accordance of the requirements of the applicable law and regulations. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of the Customer Data by Social Internet’s personnel except (a) to provide the Services and prevent or address services or technical problems, (b) as compelled by law, or (c) as the Customer expressly permit in writing.
By using the Services the Customer hereby acknowledge the Customer’s awareness that perfect security does not exist on the internet; Social Internet cannot and does not guarantee that the Customer Data provided to Social Internet will not become public under any circumstances.
Notwithstanding anything to the contrary, Social Internet shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Social Internet will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Social Internet offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
• Governing Law, Jurisdiction and Dispute Resolution
This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales. Each of the Parties agrees that the competent courts located in London, the United Kingdom, are to have exclusive jurisdiction in respect of issues arising out of or in relation to this Agreement.
The Company may transfer and assign any of its right and obligations under this Agreement and the applicable Purchase Order, without the other Party’s prior consent.
The Customer may not transfer and assign any of its right and obligations under this Agreement and the applicable Purchase Order, without the Company prior consent.
• No Agency
This Agreement do not create any agency, partnership, joint venture, employment or franchisee relationship between the Customer and Social Internet.
All notices given by one Party to the other shall be in writing, and shall be deemed to have been served on the other Party if handed personally, sent by registered mail, by email or facsimile. If a notice is served personally, services shall be deemed to have taken place at the time of personal services. If a notice is served by registered mail, services shall be deemed to have been served 72 hours after the time of mailing. If a notice is served by email or facsimile, services shall be deemed to have taken place at the time of the transmission, provided that the transmission can be confirmed.
• Entire Agreement
The Agreement and the Purchase Orders represent the single and entire agreement applying to the Services. The Agreement will supersede all other terms which are not expressly incorporated therein, including any prior representations, negotiations, obligations, reports, or advertisement of information related to the Services. If any provision of the Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be enforced to the maximum extent permissible so as to effect the intent of this Agreement, all other terms will remain unchanged and in full force and effect. In the event of a conflict between any provision of this Agreement and the Purchase Order, the terms of the Purchase Order shall prevail with respect to matters covered by the applicable Purchase Order.
• Amendment; Effective date.
This Agreement may be modified by the Company from time to time, such modifications to be effective upon posting by the Company in this Section.
Last revised on [24/01/2018].