Please read this agreement carefully before using our product.
If you agree to all of the terms of this End-User License Agreement, by checking the box or clicking the button to confirm your acceptance when you subscribe to our application, you are agreeing to all the terms of this agreement. Also by using our web application, you accept and agree to be bound by the terms of this End-User License Agreement, you are agreeing to all the terms of this agreement. If you do not agree to all of these terms, do not check the box or click the button and/or do not use the web application.
Note: We are using the official Social Media API (Facebook, Twitter etc, except Instagram) which is available on Developer Center. That is a reason why our application depends on Social Media API (Facebook, Instagram, Twitter etc). Therefore, We are not responsible if they made too many critical changes in their side. We also don’t guarantee that the compatibility of the our application with Socia Media API will be forever. Although we always try to update the lastest version of the API’s as soon as possible. We don’t provide any refund for all problems which are originated from Social Media API (Facebook, Instagram, Twitter etc).
1. Your relationship with SocialPoster
1.1 Your use of SocialPoster’ products, services, content and web sites (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to you or your employees by SocialPoster under a separate written agreement) is subject to the terms of a legal agreement between you and SocialPoster (as defined below in Section 18.1) contained in this document and/or any other document expressly referred to herein. The Services are accessed through SocialPoster’ proprietary software application(s) (referred to as the “Software” below) hosted at our web platform at socialposter.app and consist in a single log-in, centralised web dashboard that enables you to access data, metrics and analytics from social profiles on multiple social networks. The Services are provided as “Software as a Service (SaaS)” subscription services and we will not be delivering copies of the Software to you as part of the Services. This document explains how the agreement is made up and sets out some of the terms of that agreement. These terms and conditions will not apply if (i) you or your organization (on whose behalf you act pursuant to Section 2.3 and 18.1) have entered into a separate written agreement with us for the Services, such as, for example, a SocialPoster Binding Order that references other SocialPoster’ terms of Service, or any other written agreement for the provision of our Services, or (ii) you or your organization have purchased the Services through our authorised reseller.
1.2 Unless otherwise agreed in writing with SocialPoster, your agreement with SocialPoster will always include, at a minimum, the terms and conditions set out in this document (the “General Terms”).
1.3 Your agreement with SocialPoster will also include all subscription rates and payment terms applicable to the Services chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on SocialPoster website or are otherwise made available to you either within, or through your use of, the Service you subscribe to.
1.4 The General Terms, together with the Payment Terms, form a legally binding agreement between you and SocialPoster in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
2. Accepting the Terms
2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by (A) clicking to accept or agree to the Terms, where this option is made available to you by SocialPoster in the user interface for any Service; (B) by payment for the Services; or (C) by actually using the Services. By performing one of these three options, you understand and agree that SocialPoster will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (A) you are not of legal age to form a binding contract with SocialPoster; or (B) when contracting on behalf of an entity, you are not authorized to legally bind your company or organization to such terms; or (C) you are a person or entity barred from receiving the Services under the laws of the Netherlands or other countries including the country in which you are resident or from which you use the Services.
2.4 If you accept the Terms in the user interface for a Service, by making a payment, or by commencing the use of the Service, we recommend that you print off or save a local copy of the Terms for your records before you continue.
2.5 The Services are provided by SocialPoster for consideration. The up-to-date prices applicable to your use of the Services are published on the Services website socialposter.app (or any sub-domains under socialposter.app) for configurations of the Services eligible for online purchase and by using the Services at a particular moment you agree to the prices published as of that moment.
2.6 You can pay for the Services either by entering your credit card information, or by any other means as published, from time to time, on the Services website. Alternatively, you can contact us to agree on other methods of payment (such as invoicing). If you sign up for the Services online in the user interface for the Service, you agree that you will be charged periodically by SocialPoster pursuant to the payment conditions specified at checkout. In addition, you expressly acknowledge and agree that the initial price may change if you upgrade or change your subscription plan within the Service. You will always be informed about the price modification prior to making the upgrade or changing your subscription.
2.7 SocialPoster is not responsible for the payment processing provided by any third party.
2.8 The prices exclude any and all applicable taxes and similar fees (other than taxes solely based on SocialPoster’ income) now in force or imposed in the future on provision of the Services, including any sales, use or value added taxes, services tax or withholding tax, and you shall be responsible for payment of all such taxes.
3. Language of the Terms
3.1 The Terms are provided in English. If SocialPoster has provided you with a translation of the English language version of the Terms, you agree that the translation is provided only for your convenience, and that the English language versions of the Terms will govern your relationship with SocialPoster.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Socialbakers
4.1 SocialPoster may have subsidiaries and affiliated legal entities in other countries. At times, these companies or their employees may serve as contact points with respect to the Services provided to you by SocialPoster. Even where SocialPoster’ subsidiaries or affiliates are your primary contact points, SocialPoster as the Services provider will remain ultimately responsible for the provision of Services hereunder.
4.2 SocialPoster is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which SocialPoster provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that SocialPoster may permanently or temporarily stop providing the Services (or any features within the Services) to you or to users generally at SocialPoster’ sole discretion, without prior notice to you.
4.4 You understand and agree that SocialPoster may at its full discretion suspend access to your account for (i) delay with any payment (including delay resulting from your failure to provide valid billing details) or (ii) other breach of the Terms if such breach is material, and that in such case you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. If your access to the Services had been suspended for delayed payment or other (material) breach of the Terms, and subsequently was reactivated (e.g. after the breach had been cured), you still remain obliged to pay the Services fees for the entire subscription term including the period for which you could not access the Services as a result of your default; you will not be entitled to any compensation or refunds (whether monetary or in the form of extra days of Services / extended subscription term) for the period for which you could not use the Services. Such suspension of Service shall not be considered a breach of the Terms by SocialPoster. Further, the foregoing is without prejudice to SocialPoster’ right to terminate the legal agreement embodied in the Terms for material breach pursuant to Section 12.3 of the Terms.
5. Your use of the Services
5.1 To access the Services, you or your individual end-users may be required to provide identification, contact or similar details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to SocialPoster will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (A) the Terms; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, Facebook, Twitter and other social media platform rules).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by SocialPoster, unless you have been specifically allowed to do so in a separate written agreement with SocialPoster.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with SocialPoster, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. The Services can be used by you only for your own internal business purposes. You may not use the Services for the benefit of any third parties. You acknowledge that use of the Services in breach of this Section 5.5 will be considered a material breach of these Terms, with all consequences resulting therefrom.
5.6 You agree that you will not engage in any activity that may amount to the misuse of our Services or that seeks to circumvent the Services’ terms. For example, if SocialPoster provides you with any portion of a Service for free (as part of a trial, pilot or otherwise), you may not engage in data mining or other excessive use of the Service, beyond what is permitted by the free Service (and as advertised for that free Service at the time of the relevant promotion). SocialPoster reserves the right to limit your activity on any of its free Services for any reason and without notice.
5.7 You agree that you are solely responsible for (and that SocialPoster has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which SocialPoster may suffer) of any such breach.
5.8 You acknowledge that additional third-party fees (such as internet service provider fee, social media platform fee, fee for boosted or promoted posts, third-party add-on fee or similar) may apply in connection with your use of SocialPoster’ Services. Selected third party fees are payable by you directly to the relevant third party and the relevant third party receiving such additional fees is responsible for the processing of such fees. You agree that you are solely responsible for payment of such fees or for maintaining appropriate level of funds where applicable. SocialPoster has no responsibility to you or to any third party for payment of any such fees or for unavailability of Services due to your failure to do so.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible for all activities that occur under your account.
6.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify SocialPoster immediately at; hello at socialposter dot app.
6.4 SocialPoster uses Facebook Connect, “Sign in with Twitter”, and other authentication methods for authorization of users. If your Facebook account, Twitter account or any other account used for registration and/or signing in the Services is deleted or non-functional, you may no longer be able to access the Services.
7. Privacy and your personal data
7.1 We are serious about privacy of all individuals who use our Services or whose personal data we process.
7.3 SocialPoster has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction.
7.4 Data collected from you or your end-users may be transferred to, and stored and processed in, EU or any other country outside of the EU in which SocialPoster or its affiliates, or subcontractors, suppliers or vendors maintain facilities, subject to SocialPoster implementing such appropriate legal mechanisms as required by EU law to ensure an adequate level of personal data protection by the third-party processors, such as the controller-to-processor Standard Contractual Clauses approved by the European Commission (2010/87/EU) or Privacy Shield approved by European Decision (2016/1250) for data transfers from the EU to the USA and/or other third countries.
7.5 You agree that SocialPoster may use aggregated and anonymised data derived from the data provided by you or collected by the program analytics such as user behaviour and activities for its own statistics, for auditing, for the purposes of product and market research and analytics (which help SocialPoster to optimise and improve its Services their usability, the range of Services, and to develop new technologies, products and services), and for benchmarks and other analyses. SocialPoster may publish such anonymised data and share them with third parties outside of SocialPoster; however, SocialPoster will not directly or indirectly transfer any data received from you to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset.
8. Content in the Services
8.1 You understand that all information such as, without limitation, data files, written text, computer software, music, audio files or other sounds, photographs, and videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to SocialPoster (or by other persons or companies on their behalf), and that the Content may include sensitive personal data. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless you have been specifically told that you may do so by SocialPoster or by the owners of that Content, in a separate agreement.
8.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.4 You agree that you are solely responsible for (and that SocialPoster has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which SocialPoster or third parties may incur and including any other legal liability, whether liability under civil, commercial, tort, penal or administrative law or any other legal theory) by doing so. You may not use the Services to intentionally transmit or make public infringing, libelous, or otherwise unlawful or tortious Content or to store, transmit or make public any Content in violation of third party’s intellectual property or similar rights. You shall indemnify and hold SocialPoster harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by SocialPoster as a result of or in connection with (i) your breach of any third party’s intellectual property or similar rights or (ii) your breach of warranty under Section 11.5 below.
9. Proprietary rights
9.1 You acknowledge and agree that SocialPoster (or SocialPoster’ licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by SocialPoster and that you shall not disclose such information without SocialPoster’ prior written consent.
9.2 Unless you have agreed otherwise in writing with SocialPoster, nothing in the Terms gives you a right to use any of SocialPoster’ trade names, trademarks, service marks, logos, domain names and any other distinctive brand features. For the avoidance of doubt, if any reports or similar outputs from the Services (hereinafter “Reports”) generated by you through the use of the Service include SocialPoster’ trade name, trademark, service mark, logo, domain name or other distinctive SocialPoster’ brand features, their use in connection with that Report is permitted and Section 9.4 below shall apply.
9.3 Other than the limited license set forth in Section 11, SocialPoster acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with SocialPoster, you agree that you are responsible for protecting and enforcing those rights and that SocialPoster has no obligation to do so on your behalf.
9.4 You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorised to do so in writing by SocialPoster, you agree that in connection with the Services, you will not use any trade mark, service mark, trade name, logo of any third party company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
10. Licence from SocialPoster
10.1 SocialPoster gives you a worldwide, royalty-free, non-assignable and non-exclusive right and licence to access and use the Services through the Software, on a subscription basis, for the term and in the scope designated by the Terms. Further, SocialPoster gives you a worldwide, royalty-free, perpetual and non-exclusive right and licence to access and use, reproduce, display, distribute, and create derivative works of, Reports that you generate through your use of the Services. The licence granted in this Section 10.1 is for the sole purpose of enabling you (end-users within your organization) to use and enjoy the benefit of the Services as provided by SocialPoster, in the manner permitted by the Terms (in particular Section 5). You may not use the Services for the benefit of any third parties. You acknowledge that this is a SaaS agreement and that (i) the Software is not sold, and (ii) we will not be delivering copies of the Software to you as part of the Services.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software underlying the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by SocialPoster in writing. You may not access and/or use the Service and the underlying Software in order to build a similar or competitive product. You further may not (and you may not permit anyone else to) attempt to gain SocialPoster access to the Services, its particular features or third-party content created by or for another SocialPoster’ customer, interfere with or disrupt the integrity or performance of the Services or third-party content contained therein or perform penetration test, denial of service simulation or automated vulnerability scan of the Services.
10.3 Unless SocialPoster has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights, grant a security interest in or over your rights, or otherwise transfer any part of your rights granted hereunder.
10.4 You acknowledge that any breach of Section 10 by you or your end-users shall constitute a material breach of the Terms, with all consequences arising therefrom.
11. Content licence and permission tokens from you
11.1 You retain copyright and any other intellectual property rights you already hold in Content which you submit, post or display on or through the Services. In case you use Services features that allow you to submit, post or display the Content on or through the Services, you give SocialPoster a worldwide, royalty-free, and non-exclusive licence to use, reproduce, adapt, modify, and publish (on your behalf and pursuant to your instructions) such Content on social networks. For avoidance of doubt, the licence granted in this Section 11.1 is for the sole purpose of enabling SocialPoster to display, distribute and promote the Content to your clients and/or social networks users.
11.2 If you provide, as part of your use of SocialPoster’ Services or as part of the Content which you submit, post or display on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that SocialPoster may use such photograph or other materials for the sole purpose of providing the Services.
11.3 You understand that SocialPoster, in performing the required technical steps to provide the Services to you, may (A) transmit or distribute your Content over various public networks and in various media; and (B) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit SocialPoster to take these actions.
11.4 You acknowledge that provision of SocialPoster’ Services (or particular features within the Services) may be conditioned upon and subject to (A) you giving SocialPoster appropriate access level to your social media content by providing respective social media platform access permissions; and (B) you having appropriate user permissions or roles within the respective social media platform. As a result, when using SocialPoster’ Services, you may be required to grant SocialPoster certain permissions (through a dedicated permission token or a similar permission mechanism) to allow the Services access specific information and perform the requested actions.
11.5 You confirm and warrant to SocialPoster that you have all the rights, power and authority necessary to grant the above licence, access and permissions to SocialPoster.
11.6 If any permission granted by you results in SocialPoster obtaining access to a private layer of data available through the respective social media platform, SocialPoster will keep such information confidential at all times, except where legally compelled to disclose the relevant information. Such obligation will not, however, apply to any information that (i) was publicly known and made generally available in the public domain prior to grating the permission to SocialPoster; (ii) becomes publicly known and made generally available after granting the permission to SocialPoster other than as a result of a violation of this Section 11.6 by SocialPoster; (iii) is already in the possession of SocialPoster at the time of granting the permission; (iv) is obtained by SocialPoster from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by SocialPoster without the use of your confidential information. If a separate non-disclosure agreement stipulating similar confidentiality obligations is in place between you and SocialPoster, the stricter of the confidentiality obligations shall apply.
12. Ending your relationship with SocialPoster
12.1 The Terms will continue to apply during the term of your original online subscription specified within the Services and during any renewed (extended) term as specified in Section 12.5 below, or until terminated by either you or SocialPoster as set out in Section 12.2 and 12. 3 below.
12.2 If you purchase the Services continuously on a monthly “pay as you go” basis online, you may stop using the Services and so terminate your legal agreement with SocialPoster at any time, without the need to notify SocialPoster.
12.3 SocialPoster may at any time, by sending a notice, terminate its legal agreement with you embodied in the Terms if (A) you have breached any provision of the Terms and failed to cure the breach (where such breach is capable of being cured) within a reasonable cure period provided by the other party, or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms; or (B) SocialPoster is required to do so by law (for example, where the provision of the Services to you is or becomes unlawful); or (C) the partner with whom SocialPoster offered the Services to you, or whom SocialPoster uses or whose cooperation SocialPoster needs in order to offer the Services to you (such as the social media platforms), has terminated its relationship with SocialPoster or ceased to offer its APIs, data, programs, application or services that are essential for the Services; or (D) SocialPoster is transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Services; or (E) the provision of the Services to you by SocialPoster is, in SocialPoster’ opinion, no longer commercially viable. In the event you terminate the agreement for a material breach by SocialPoster as described in (A) above, or if SocialPoster ceases to provide any part or all of the Services during the agreement term for reasons stipulated in (C), (D) or (E) above, you shall not be required to make any payments for Services beyond the date of when you terminated the agreement or when SocialPoster ceased to provide the Services (as applicable). In the event you prepaid the Services, SocialPoster shall in such cases refund the pro-rata proportion of the pre-paid monthly fee.
12.4 Nothing in this Section 12 shall affect SocialPoster’ rights regarding provision of Services under Section 4 of the Terms. Nothing in this Section 12 shall affect your early termination rights granted to you under the applicable law.
12.5 If you do not purchase the Services continuously on a monthly “pay as you go” basis, and provided the agreement has not been terminated early either by SocialPoster or you as stipulated in the previous sections, then the following will apply: Your legal agreement with SocialPoster embodied in the Terms shall automatically renew (i.e. be extended, repeatedly) for another term corresponding to your original (preceding) subscription term, unless you or SocialPoster provide notice to the other of (y)our intent to terminate the agreement within the last thirty (30) days before the end of the then current term. You will be notified of the upcoming renewal and may notify SocialPoster of your intention not to renew by unsubscribing from the automatic renewal within the user interface for the Services.
12.6 When your legal agreement with SocialPoster comes to an end, all of the legal rights, obligations and liabilities that you and SocialPoster have benefited from, been subject to (or which have accrued over time whilst your legal agreement with SocialPoster has been in force) and/or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
12.7 Further, you understand and agree that the terms and conditions contained in the Terms (including the Payment Terms) will continue to apply to any renewed (extended) term pursuant to Section 12.5 above, as well as to any other continued use of the Services beyond the pre-paid subscription term, as they applied to the original subscription term, and you undertake to pay for the use of the Services by you or your end-users of the Services in accordance with the Payment Terms. You expressly and irrevocably authorise SocialPoster to debit your credit card for the settlement of such SocialPoster’ consideration.
13. Exclusion of Warranties
13.1 The Services are provided “as is” and SocialPoster, its subsidiaries and affiliates, and its licensors give you no warranty with respect to them. Services features that interoperate with social media networks depend on the continuing availability of those social media network’s APIs, data, application, programs and services for use with the Service. If any social media network ceases to make its APIs, data, application, programs or services available on reasonable terms for the Service, SocialPoster may cease providing such Service features upon reasonable prior written notice to you pursuant to Section 12.3 (C). SocialPoster is not liable or responsible for the quality, accuracy or truthfulness of services or information obtained from social media networks and used within the Services or for interruption of access to such information caused by downtime or unavailability of the social media networks. Social media network content is not created or edited by SocialPoster. SocialPoster expressly disclaims and has no responsibility or liability for any social media network content that may be collected, received or created by you or your end-users in use of the Service.
13.2 In particular, SocialPoster, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that (A) your use of the Services will meet your requirements; (B) your use of the Services will be uninterrupted, timely, secure or free from error; (C) any information obtained by you as a result of your use of the Services will be accurate or reliable; and (D) that defects in the operation or functionality of any Software used to provide the Services will be corrected.
13.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
13.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.
14. Limitation of liability
14.1 Nothing in the Terms shall exclude or limit SocialPoster’ liability for losses which may not be lawfully excluded or limited by applicable law.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, SOCIALPOSTER WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE TERMS, THE SERVICES, MATERIALS, OR THE FAILURE TO PERFORM OUR OBLIGATIONS.
14.3 Subject to overall provision in Section 14.1 above, SocialPoster, its subsidiaries and affiliates, and its licensors shall not be liable to you for any indirect or consequential losses which may be incurred by you. Indirect and consequential losses shall include (A) any loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, or any loss of data suffered by you; (B) loss or damage which may be incurred by you as a result of (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services; (ii) any changes which SocialPoster may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services; (iii) your failure to provide SocialPoster with accurate account information; (iv) your failure to keep your password or account details secure and confidential.
14.4 The limitations of SocialPoster’ liability to you in Section 14.3 above shall apply whether or not SocialPoster has been advised of or should have been aware of the possibility of any such losses arising.
14.5 SocialPoster’ liability for damage incurred by you as a result of or in connection with the Services shall be limited to direct damages up to the amount you paid to SocialPoster for the Services giving rise to that liability during the last three months before the occurrence of SocialPoster’ liability (or amount corresponding to a three-month Service fee, as applicable). SocialPoster and you agree that this limitation reflects the damage that can be foreseen at the time of conclusion of this legal agreement between you and SocialPoster, taking into account all circumstances the parties know or should know while exercising due care and that can arise from a breach of SocialPoster’ obligations under the Terms. To the extent permitted by applicable law, SocialPoster accepts no liability in relation to your use of any Services provided free of charge.
15.1 Some of the Services, in particular free Services, may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
15.2 The manner, mode and extent of advertising by SocialPoster on the Services are subject to change without specific notice to you.
15.3 In consideration for SocialPoster granting you access to and use of the Services, you agree that SocialPoster may place such advertising on the Services.
16. Other content
16.1 The Services may include hyperlinks to other web sites or content or resources. SocialPoster has no control over any web sites or resources which are provided by companies or persons other than SocialPoster.
16.2 You acknowledge and agree that SocialPoster is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that SocialPoster is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources. In addition, you acknowledge and agree that SocialPoster is not liable for any damage which may be incurred by you as a result of any reliance you may have placed on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such web sites or resources.
17. Changes to the Terms
17.1 SocialPoster may make changes to the General Terms from time to time. When these changes are made, SocialPoster will make a new copy of the General Terms available at socialposter.app/terms_and_policies.
17.2 You understand and agree that if you use the Services after the date on which the General Terms have changed, SocialPoster will treat your use as acceptance of the updated General Terms.
18. General provisions
18.1 “SocialPoster” or “we” means SocialPoster a.s., whose principal place of business is in Venedie 27a, Enkhuizen postal code 1601HA, the Netherlands. “You” means the individual that is entering in to the legal agreement for the Services with us in a manner anticipated in Section 2.2 above, or that is using the Services, or who is registered with SocialPoster. Equally, “you” means any entity on whose behalf SocialPoster’ Services were purchased by an authorized individual.
18.3 The Terms constitute the whole legal agreement between you and SocialPoster and govern your use of the Services (excluding any services which SocialPoster may provide to you under a separate written agreement), and completely replace any prior agreements between you and SocialPoster in relation to the Services.
18.4 You agree that SocialPoster may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services website.
18.5 The parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in the Terms (or which such party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such party’s rights and that those rights or remedies will still be available to it.
18.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
18.7 The Terms, and your relationship with SocialPoster under the Terms, shall be governed by the Dutch law. You and SocialPoster agree to submit to the jurisdiction of the courts of the Netherlands to resolve any legal matters arising from the Terms and the venue of the court of any instance shall be hold in the Netherlands, as applicable. Notwithstanding this, you agree that SocialPoster shall still be allowed to apply (A) for payment orders (or otherwise enforce payment for Services provided under the Terms) in the jurisdiction in which you have your registered seat or principal place of business, and (B) for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.