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TERMS OF SERVICE


Updated: October 28, 2019

THESE TERMS OF SERVICE CONSTITUES A LEGAL AGREEMENT BETWEEN YOU AND SOCIALITY. PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING AND/OR PURCHASING ANY OF THE SERVICESS, INCLUDING A FREE TRIAL

BY USING OR PURCHASING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU ARE OF LEGAL AGE TO ENTER INTO AN AGREEMENT AND YOU HAVE READ AND ACCEPTED THESE TERMS OF SERVICE AS WELL AS THE PRIVACY POLICY.

These Terms of Service are the general terms of our agreement with You to govern your use of the Services. Our agreement will also include special terms, such as subscription rates and payment terms depending on the subscription package You purchased. If there are special terms applicable to the subscription package chosen by you, these special terms will be made available to You and be an integral part of this Terms.

These Terms of Service and the special terms form the entire agreement (referred to below as the “Terms”) between You and us.

“We” and “us” refer to our company “SOCIALTY.IO LIMITED”, with its registered office at 278 Langham Road, N15 3NP, London, United Kingdom, registered with the Company Registration Number: 11158083.

“You” are the individual or the entity (represented by an individual) that enters into this agreement with us, in order to use the Services.

The Services refer to the Services mentioned and described in our website available at https://sociality.io (the “Website”) provided by us.

We advise you to print and keep the Terms in your files.

1- Acceptance of the Terms

1.1 You must first agree to the Terms in order to purchase and/or use the Services, including any free trial.

1.2 If You have any question or doubt regarding any provision of the Terms, please don’t purchase any part of the Services and send us an email at [email protected] regarding your concerns.

1.3 In order to accept the Terms, You must be (i) of legal age to enter into an agreement and (ii) authorized to represent your company (if You are entering on behalf of a legal entity).

1.4 You can accept the Terms by clicking to accept or agree to the Terms where available or by purchasing the Services or using it (free trials included). By performing one of these three options, You represent and accept that You have read, understood and agreed to be bound by the Terms.

1.5 In order to use the Services, You must also read and accept our Privacy Policy available at https://sociality.io/privacy.

2- Prices and Payment

2.1 You shall pay the whole amount applicable to the parts of the Services you chose and subscribed for. The prices applicable to the Services and the payment methods are published on our web site available at https://sociality.io/pricing.

2.2 You agree that if You change your subscription plan, You will be liable for the amount applicable to the new plan.

2.3 You agree that You are liable to pay any taxes applicable to your obligations under the Terms and in relation to the Services.

2.4 If You purchase a monthly subscription, You can add new services or remove some of them from your subscription during your subscription month. When You do that We will inform You that such transaction will affect your next invoice amount. You will also be able to see your invoice details in a separate page. You agree in this Agreement that if You alter the content of your subscription, your invoice amount will be updated accordingly and the updated amount will apply to your next invoice.

2.5 If You purchase a yearly subscription, You can remove some of the services from your subscription but there will be no reimbursement of the fee. If You wish to expand the content of your subscription, You shall contact us. You accept that the additional content will be invoiced separately.

2.6 You will enter your credit card details only once when You make your first payment, the following payments will be collected automatically on the renewal dates of your subscription. We use Stripe Inc. for payment processing. We do not save or keep your credit card details and We do not accept responsibility for the payment processing.

3. Use of the Services

3.1 You represent that the information (such as identification or contact details) You provide to access the Services and to register is accurate and complete.

3.2 You agree that You should keep your passwords in strict confidentiality. You shall not communicate your password and your login details to any third parties. If You suspect any unauthorized use of your login details, You must immediately notify us by sending an email to [email protected]

3.3 Your rights arising from your subscription belongs only to You and You shall not assign or transfer them to third parties. If We notice that You act in violation of this Term, We can immediately suspend or cancel your subscription at our discretion.

3.4 You agree that You will not reproduce, duplicate, copy, sell, resell, assign, and lease the Services for any purpose.

3.5 You agree that You will use the Services in a lawfully manner and You will not or permit any other party (including other users) to violate personal rights, privacy rights, intellectual property rights, confidentiality rights and any other legally protected rights of any other person or entity.

3.6 You agree that You will not (i) attempt to reverse engineer or decompile or otherwise acquire the origin code of any software in the Services, (ii) use the Services to upload, link to or send any content that is false, misleading, defamatory, violates any third party right or contractual restriction or contains unlawful, racist, or discriminatory material, (iii) use the Services in a way that interferes with or disrupt the Services.

3.7 You agree that all the contents (such as text, photographs, etc.) that You download or post through the Services are accurate and don’t violate the intellectual property of any third party. You agree that You will indemnify and hold us harmless from all claims, costs, damages and expenses awarded against or incurred or paid by us in connection with your breach of any third party’s intellectual property or similar rights.

3.8 You agree that if you use third parties' services, software or goods while using the Services, you declare that you act in compliance with their terms of use. In particular, if you use Facebook, Twitter, Instagram, LinkedIn or YouTube while using the Services, you must comply with:

3.9 You agree that You must take all kind of precautions (including using appropriate anti-virus software) to ensure that the information, content, material or data that You upload, post or share otherwise through the Services, are free from any virus, spyware, malware, trojan horses etc. or any other material that would harm the Services and the software.

3.10 You agree that You will not access and use the Services in order to create a competitive product or Services.

3.11 Any breach of the above mentioned terms under Article 3 should be considered as a material breach of the Terms.

4. Adding Users to Your Account

4.1 You can add users to your account provided that these users accept and approve to be bound by the Terms. You will be liable for actions and omissions of the users in relation to the usage of the Services.

5. Security and Privacy of Your Personal Data

5.1 We treat the privacy of your personal data with the utmost importance.

5.2 When You register an account with the Services and login to your account, You agree that We collect your personal data You provide with us. When You register an account with us (including for a free trial), We will ask You to provide your name, your e-mail address, the name of your company, the country where your company is located and your phone number.

5.3 We collect and store the following data in accordance with the Terms and our Privacy Policy, in connection with the Services: (i) E-mail addresses, addresses and contact information, (ii) IP addresses, (iii) information that You (or your users) allows us to access in your social media accounts.

5.4 We may also automatically collect and store the information regarding your device and the browser via third parties’ software. In such case, the software will be in compliance with the applicable law. And such third parties that are in a contractual relationship with us will take the appropriate technical and organizational safeguards measures.

5.5 We provide You a social media management service; therefore, We may obtain personal data from social media platforms via these platforms’ APIs. The scope of data obtained from these platforms is subject to the type of APIs and the authorizations granted by the social media platforms.

5.6 The Data Processing Agreement annexed to the Terms (Annex 1) must apply where you are the data controller and instruct us to process personal data in connection with the Services.

5.7 We process your personal data to the extent allowed by the applicable law (i) to provide You a better Services, (ii) to inform You of new Services, features or subscription plans, (iii) to gather commercial statistic and analyses regarding the use of the Services, (iii) to communicate with You, (iv) to make market researches, (v) to fulfil our legal duties and/or governmental authorities’ requests in accordance with the applicable law.

5.8 You agree that We can time to time access your account with our user login details or external software in order to do the necessary investigations to provide you better Services.

5.9 Please read our Privacy Policy available at https://sociality.io/privacy for further details.

6. Limitation of Liability

6.1 YOU AGREE THAT THE SERVICES ARE PROVIDED ON “AS IS” BASIS, WITHOUT ANY WARRANTY. WE DISCLAIM ANY WARRANTY WHETHER EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY AS TO THE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE).

6.2 WE DO NOT REPRESENT OR WARRANT THAT (I) THE SERVICES ARE ACCURATE, COMPLETE OR RELIABLE, (II) YOU WILL HAVE AN UNINTERRUPTED USE OF SERVICES, (III) THE WEBSITE OR THE SERVICES ARE FREE OF ANY ERROR OR VIRUSES, OR (IV) YOU WILL OBTAIN A SPECIFIC RESULT FROM THE SERVICES.

6.3 YOU MAY HAVE ACCESS TO LINKS TO OTHER WEBSITES, PORTALS, FILES OR CONTENTS THROUGH THE SERVICES AND THE WEBSITE. YOU ACKNOWKLEDGE AND ACCEPT THAT WE DO NOT VERIFY THESE AND WE DON’T HAVE ANY CONTROL OVER THEM. YOU AGREE THAT WE DO NOT ACCEPT ANY LIABILITY REGARDING THESE WEBSITES, PORTALS, FILES, CONTENTS, SERVICES OR PRODUCTS THAT ARE REACHED THROUGH THE LINKS ON THE SERVICES OR THE WEBSITE. THESE LINKS SHALL NOT BE CONSTRUED AS AN ENDORSEMENT REGADING THE LINKED WEBSITES, THEIR CONTENTS OR OWNERS.

6.4 YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY INDIRECT AND CONSEQUENTIAL LOSSES, WHICH MAY BE INCURRED BY YOU.

6.5 OUR TOTAL LIABILITY FOR ANY CLAIMS BROUGHT BY YOU IN CONNECTION WITH THE SERVICES SHALL BE LIMITED TO THE AMOUNT CORRESPONDING TO THE SERVICE FEE YOU PAID US FOR THE LAST THREE (3) MONTHS BEFORE YOUR CLAIM.

7. Intellectual Property Rights

7.1 All legal rights, title and interest attached to the Services, patents, copyrights, trademarks, know how and the Website including all kinds of intellectual property rights (whether registered or not) (“Intellectual Property Rights”) are owned by us or our licensors. Your subscription to the Services shall not be considered as an assignment or otherwise transfer of any Intellectual Property Rights.

7.2 By subscribing to the Services, You will be granted a non-exclusive, non-assignable, revocable license to access and use the Services including in your subscription package. You agree that this license is strictly subject to the Terms and your compliance with the Terms.

7.3 You acknowledge and agree that the Services is a SaaS (software as a Services), which means that by subscribing to the Services, You are not purchasing the software and You will not be delivered copies of the software.

7.4 You agree and represent that all elements of text, images or other content that You provide to us related with or via the Services are either owned by You or You have legal and binding rights to use them and that their usage related with or via the Services will not infringe intellectual property rights of any third party. Otherwise You accept to be responsible for any kind of claims made by such third parties to us regarding infringement of their intellectual property rights.

8. Suspension and Termination of Your Subscription

8.1 The Terms will apply during the term of your original and renewed subscription, unless and until terminated by You or us in accordance with the Terms.

8.2 You agree that the subscription to the Services is on either monthly or yearly basis. You can terminate the agreement by unsubscribing to the Services within your registered account before the renewal date of your subscription. You also agree that there will be no reimbursement of the fee if You terminate the Terms before the expiry of your subscription and You will be able to use the Services until the expiry date of your subscription.

8.3 You agree that We can suspend your subscription any time if You fail to fulfil your payment obligations or You breach the Terms otherwise. In such case, We will inform you by sending you an email regarding the reason of suspension and request You to remedy the breach in order to reactivate your subscription. If You fail to remedy the breach until the end of the period mentioned in the e-mail, We will be entitled to terminate our agreement with you and end your subscription.

8.4 You agree that We are entitled to terminate our agreement with You and end your subscription immediately in case of a material breach of the Terms by You.

8.5 You agree that We are entitled to terminate our agreement with You immediately if provision of the Services to You becomes illegal.

8.6 In the event of termination of the Terms, this Terms will forthwith become void, provided, however, that the provisions of Section 3.7, 6, 7.4 and 16 should survive after termination.

9. Amendment to the Terms

We reserve our right to change the Terms from time to time. When we make changes to the Terms, the updated version will be available at our website. You agree that if You continue to use the services after the date on which the Terms have changed, this will be deemed as an acceptance of the updated Terms.

10. Entire Agreement

These Terms constitute and contain the entire agreement between You and us and supersede any and all prior agreements, arrangements and understandings between You and us relating to the Services.

11. Use of English Language

The Terms are executed in the English language and the English version of the Terms shall govern in any conflict with any non-English version. The communications between You and us shall be in English.

12. No Waiver

No failure or delay in exercising any right, power or privilege under this Terms shall operate as a waiver thereof. No waiver of any term of this Terms shall be deemed to be or construed as a further or continuous waiver of such term.

13. Severability

The unenforceability or invalidity of any provision of the Terms shall not affect the enforceability or validity of the rest of it.

14. Independent Parties

Our relationship with You is that of independent contractors dealing at arm's length. Nothing in this Terms shall constitute us as partners, joint ventures or co-owners, or constitute either of us as the agent, employee or representative of the other.

15. Effective Date and Duration

15.1 This Terms shall become effective when You accept the Terms by clicking to accept or agree to the Terms where available or You purchase the Services or You start using them (free trials included).

15.2 The Terms shall remain effective during your original subscription and as well as any renewed subscription until terminated by You or us in accordance with Section 5 of the Terms.

16. Governing Law and Dispute Resolution

16.1 This Terms shall be governed by and construed in accordance with the laws of the United Kingdom.

6.2 Any dispute arising from the Terms shall be referred to the jurisdiction of the courts of the UK.

ANNEX 1

Data Processing Agreement

This Data Processing Agreement applies when You, as the data controller, instruct us to process certain personal data, which you give us access, on behalf of You within the Services.

"We” and “us” refer to our company “SOCIALTY.IO LIMITED”, with its registered office at 278 Langham Road, N15 3NP, London, United Kingdom, registered with the Company Registration Number: 11158083.

“You” are the individual or the entity (represented by an individual) that enters into this agreement with us, in order to use the Services.

The Services refer to the Services mentioned and described in our website available at https://sociality.io/ provided by us.

Terms not otherwise defined herein shall have the meaning as set forth in the Terms.

This agreement is an integral part of the Terms and any matters which are not regulated here shall be governed by the Terms.

1. Details of the Processing

1.1 The scope of the personal data processed under this agreement is determined and controlled by You in your sole discretion, which may include, but is not limited to the personal data of your end users submitted to You through your social media pages, such as contact details, identification data and other information regarding their activities.

1.2 The subject matter of the processing is the provision of the Services to You in accordance with the Terms. Purposes of the processing are described within the Terms.

2. Our Obligations

2.1 We will not process the personal data except on instructions from You as the data controller, unless We are required to do so by the applicable law.

2.2 Taking into account the nature of the processing, We will assist You by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the yours obligation to respond to requests for exercising the data subject’s rights laid down in the GDPR.

2.3 We will process the personal data only on documented instructions from You, including with regard to transfers of the personal data to a third country or an international organisation, unless We are required to do so by the applicable law. In such case, We will inform You of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

2.4 We will ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

2.5 We will at your choice, delete or returns all the personal data to You after the end of the provision of the Services relating to processing, and delete existing copies unless the applicable law requires storage of the personal data.

2.6 We will make available to You all information necessary to demonstrate compliance with the obligations laid down in the GDPR and allow for and contribute to audits, including inspections, conducted by You.

2.7 We will make available to You all information necessary to demonstrate compliance with the obligations laid down in the GDPR and allow for and contribute to audits, including inspections, conducted by You or another auditor mandated by You.

2.8 We will assist You by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject’s rights, taking into account the nature of the processing.

2.9 We will take all measures required pursuant to Article 32 of the GDPR.

2.10 We will assist You in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPRA, taking into account the nature of processing and the information available to us.

2.11 In case of a personal data breach We will notify You without undue delay after becoming aware of the breach.

3. Your Responsibilities as the Data Controller

3.1 Under this Data Processing Agreement, You shall be solely responsible for complying with the legal requirements relating to data protection and privacy. Your instructions to us for the processing of personal data shall comply with the applicable law and the GDPR.

3.2 You shall inform us without undue delay and comprehensively about any errors or irregularities related to the processing of personal data.

4. Sub-processing

4.1 We shall not subcontract any of our processing operations performed on behalf of You without your written authorization. You agree that this clause shall be considered a general written authorization in the meaning of Article 28.2 of the GDPR.

4.2 The sub-processors that are currently engaged by us are as follows:

200OK LLC Profitwell, 109 Kingston St. Floor 4 Left Boston, 02211, MA, US; used for tracking financial performance;

Announcekit by Restpack Inc; 2035 Sunset Lake Road Suite B-2, DE 19702 Newark, DE 19702 United States; used for in-app announcements;

Amazon Web Services, Inc., 410 Terry Avenue, Seattle, WA 98109 (“AWS”); AWS cloud is used to host our platform and Services;

Cloudflare, Inc., located at 101 Townsend St., San Francisco, California 94107 for Web Performance & Security Solution

DigitalOcean, LLC, 101 Avenue of the Americas, 10th Floor New York, NY 10013, Digital Ocean is used to host our platform and Services;

Google Inc., headquartered at 1600 Amphitheatre Parkway Mountain View CA 94043, United States; Google Cloud Platform is used to host our platform and Services;

Hotjar Limited, Level 2, St Julian’s Business Centre, 3, Elia Zammit Street, St Julian’s STJ 1000, Malta; used for collecting customer feedbacks and understanding user behaviors;

Intercom R&D Unlimited Company, 2nd Floor, Stephen Court, 18-21 St. Stephen's Green, Dublin 2, Republic of Ireland; used for outbound messaging and messages measurement, optimization and integrations;

Leadfeeder by Liidio Oy, Mikonkatu 17, 00100 Helsinki, Finland; used for identifying prospects and customers on our website;

Microsoft Corporation Inc., One Microsoft Way, Redmond, WA 98052-6399, United States; Azure Cognitive Services API is used in gathering news;

Sentry.io by Functional Software, Inc., 1 Baker Street Suite 5B San Francisco, CA 94117 United States; used for tracking errors on our website;

Sqreen SAS, a Société par Actions Simplifiée registered in Nanterre, France, under number 812 826 071; used for Web Security Solution

Stripe, Inc., headquartered at 510 Townsend St, San Francisco, CA 94103, used for card payment processing;

The Rocket Science Group LLC d/b/a Mailchimp, 675 Ponce de Leon Ave NE Suite 5000 Atlanta, GA 30308 USA; used to manage e-mail campaigns;

Webhose Ltd, 7 Metsada St. B.S.R Tower 4, POB 195 Bnei Brak 5126112 ISRAEL; Webhose.io API is used in gathering news, blogs and online discussions;

Zapier at Zapier, Inc., 548 Market St. #62411, San Francisco, CA 94104-5401; used for integrating third-party platforms;

4.3 Where We engage another processor We shall have a written contract that imposes the same obligations on the sub-processor as are imposed on us in this Data Processing Agreement.

4.4 If We intend to change the current sub-processors or engage other sub-processors, We will inform You and give You the opportunity to object to such changes in writing within 5 days after being notified. You hereby agree that You must have reasonable grounds that the engagement of the relevant sub-contractor imposes a risk to the protection of a personal data, to object to sub-processors.

5. Audit Rights

5.1 We shall, in accordance with the applicable law, and in response to a reasonable written request by You, make available to You such information our possession or control related to our compliance with the obligations of data processors in connection with this agreement.

5.2 You may carry out or have an auditor carry out audits in order to review our compliance with technical and organizational security measures and our obligations pursuant to this agreement, upon written request and at least 30 days’ notice, during regular business hours and without interrupting our daily operations.

5.3 We shall, upon your written request and on at least 30 days’ notice, provide You with all information necessary for such audit, to the extent that such information is within our control and We are not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.

6. Duration

This Data Processing Agreement shall remain effective as long as the Terms are effective.

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