Terms of Service

The following terms of service (“Terms of Service”) are a legal agreement between you and Market Analytics Technology Ltd the company registered under the laws of England and Wales under the number 10031008, with its registered address at: 111A, George Lane, London, E18 1AN (“Socital”, ”we”, ”us”), and govern your use of the Socital Platform and socital.com and any sub-domains of this domain from which the Socital Platform is operated (the “Socital Site”). These Terms of Service include the Socital Privacy Policy and all other policies referenced below or elsewhere on the Socital Site.

You understand that by using the Socital Site, you are agreeing to these Terms of Service. If you do not accept all of these Terms of Service, you may not access or use the Socital Site and/or shall immediately leave our site. If you are using the Socital Site on behalf of a company, organization or other legal entity (the “Client”), your agreement to these Terms of Service will be treated as the agreement of such company, organization or other legal entity and all references to “you” and “your” will apply to that company, organization or other legal entity, which will be bound by these Terms of Service. You warrant and represent that you have full capacity and authority to enter into this agreement on behalf of that company, organization or other legal entity.

“Socital Platform” means the collection of tools and technologies used to collect, store, analyze and display data; including without limitation hardware (servers and databases) and Socital’s web based digital interface and software running either on Socital’s hardware or on your website.

“Site(s)” means any web site (including but not limited to the “Socital Site”) under Socital’s control, whether partial or otherwise, and includes such Site’s Socital Content and Services (as applicable in each context).

“Client Data” means any documents, files, information or data stored or processed through use of the Services that concerns Client’s business that has been uploaded to the Services by the Client. Client Data includes, without limitation, the names, addresses, telephone numbers, e-mail addresses and any other personally identifiable information of Client, Client’s employees, or Client’s clients. Client Data does not include (a) End User Data; (b) information or data collected directly by Third Party Providers from Client or any End Users (as described in Section 11 below); or (c) any Service Provider Content.

“End User Data” means identified and de-identified data or information regarding: (i) End Users’ personal information and social habits, preferences, interests, experience, status e.tc. (including, by way of example and not limitation, data relating to End Users’ name, occupation, location, age, gender, e.tc.); and (ii) information on actions taken by End Users on the Sites (such as page views, site navigation patterns and other End User activity).

“End User” means any third-party individual (i) whose Data are stored or processed through the use of the Services; (ii) who has access to Client’s services or uses Client’s services; and (iii) is in any capacity contractually bounded with the Client and/or has accepted (among other things) Client’s terms on conditions regarding the processing, storage and display of End User’s Data.

In these Terms of Service, the Socital platform, the products, and services made available to you by Socital or its agents via the Sites or another online interface and all related content, software and documentation, are collectively referred to as the “Services”.

The Services are deployed on many websites which are not owned or controlled by Socital. When you visit any third party website which has enabled the Services, your use of the Services is governed by that website’s posted terms of use. These Terms of Service apply only to your use of the Services provided by Socital through the Socital Platform and the Site(s).

1. Account

You do not need a Socital account to visit the Socital Site. However, before you can use any of the Services, you must create a Socital account (“Account”) and agree to the Terms of Service, which will govern your use of the Services.

2. Services

The Services are provided to you through the Socital Platform accessed through the Socital Site and delivered upon execution of the Order Form.

“Order Form” means an ordering document signed by both you and Socital which incorporates these Terms of Service and describes the Services purchased by the you and the pricing of same.

The Services include (but are not limited to) the following possibilities accessible by you via the Site(s):

  1. The use, configuration and/or installation on your sites of the number of the purchased tools made available through the Socital platform to engage your sites visitors and collect, analyze and display End User Data.
  2. The extraction of End User Data from Third-Party Services on behalf you and as authorized by you.
  3. The storage of End User Data and the storage of the output of the processing of such data.
  4. The segmentation and export of the End User Data to Third-Party Services.

The exact set of the Services provided to you will be specified in details in the Order Form.

We have the right to amend (expand, limit or otherwise adjust) the list of the Service features at any time and at our sole discretion.

The functionality of the Service may vary according to:

  • Social network performance and End Users’ choice on information sharing;
  • The Social network API’s and API Policies which may change over time in terms of which information of the End User’s Data they allow Third-Party Providers (as defined below in section 11) to access;
  • Any other third party limitations that are out of the Service Provider control.

The Parties will use good faith efforts to cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include exchanging information, performing true-ups and adjustments, and obtaining all third party consents, licenses, sublicenses or approvals necessary to permit each Party to perform its obligations hereunder.

3. Content

The Socital Site includes content provided by Socital (“Socital Content”) and content that is uploaded, posted, submitted or otherwise transmitted by you and other users of the Socital Site (“User Content”).

  1. All Socital Content is owned by or licensed to Socital, subject to copyright and other intellectual property rights under European laws, foreign laws and international conventions. Socital Content is provided to you AS IS and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Socital reserves all rights not expressly granted in and to the Socital Content. You agree to not engage in the use, copying, or distribution of any of the Socital Content other than expressly permitted herein. If you download or print any Socital Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Socital Site or features that prevent or restrict use or copying of any Socital Content or enforce limitations on use of the Socital Site or Socital Content.
  2. You retain all rights in any User Content that you provide to the Socital Site. You are solely responsible for your User Content and the consequences of posting or publishing it. You grant to Socital a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform, transmit and access your User Content in connection with the operation of the Socital Site and the Services in any media formats and through any media channels, and you grant to each other Socital Site user a similar non-exclusive license to access and use your User Content through the Socital Site. You represent and warrant that you own or have the necessary licenses, rights, consents, permissions and releases to grant the foregoing licenses.
  3. Socital does not guarantee that any Socital Content or User Content will be made available through the Socital Site, continuously or at all. WHILE Socital IS UNDER NO OBLIGATION TO DO SO, Socital RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE Socital SITE WITHOUT NOTICE, AND FOR ANY REASON Socital DEEMS SUFFICIENT. Socital does not have any obligation to monitor any User Content for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of such content or anything said, depicted or written by Socital Site users, including, without limitation, any information obtained by using the Socital Site or Services. Socital does not endorse any User Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Socital with respect thereto.
4. Obligations of Socital Clients

The Socital Site may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Socital Site. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Socital Site:
A. Upload, post, submit or otherwise transmit any User Content:
a. to which you do not have the lawful right to copy, transmit and display;
b. that infringes any third party’s intellectual property rights (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right or moral right or right of publicity).
c. that is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of Socital;
d. that includes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of unsolicited or unauthorized solicitation;
e. that contains a software virus or any other computer code, files, or programs designed to (A) interrupt, destroy or limit the functionality of any computer software; or (B) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the Socital Site; or
f. that includes code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Content that is unrelated to the immediate, aesthetic nature of the User Content.
B. Circumvent, disable or otherwise interfere with security related features of the Socital Site or features that prevent or restrict use or copying of any content;
C. Use any meta tags or other hidden text or metadata utilizing a Socital trademark or logo, URL or product name;
D. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Socital Site to send altered, deceptive or false source-identifying information;
E. Tamper with, interfere with or disrupt (or attempt to do so) the availability of any aspect of the Socital Site or Services, any servers or networks connected to the Socital Site or Services, or the technical delivery systems of Socital or any Socital provider;
F. Attempt to probe, scan or test the vulnerability of any Socital system or network or breach or impair or circumvent any security or authentication measures protecting the Socital Site or Services;
G. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Socital Site or Services;
H. Attempt to access, search or meta-search the Socital Site or Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Socital or other generally available third party web browsers;
I. Collect or store personal data about other Socital Site or Services users without their express permission; or
J. Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud.

5. Termination or Modification

Socital reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the Socital Site or modify or terminate these Terms of Service or the Socital Privacy Policy without advance notice. If any modification is not acceptable to you, your only recourse is to cease using the Socital Site. By continuing to use the Socital Site after any such modifications, you accept and agree to be bound by such modifications.

Without limiting other remedies, Socital may at any time and without any further notice suspend or terminate your access to the Socital Site or Services or remove your Account if Socital determines in its sole discretion and with no further liability that you have failed to comply with any provision of these Terms of Service.

6. Billing and Refund Policy

A. Billing
Socital offers monthly and annual subscriptions for certain Services provided in accordance with this Terms of Service and the Order Form. You are charged a monthly or yearly subscription fee in the amount set out in the Order Form. Except as otherwise specified in the Order Form, such fee is payable simultaneously with your registration at the Socital Platform.
Invoices will be sent to the e-mail that you have indicated at the registration process. For that reason, you shall make sure that you have registered your current e-mail. For this purpose, you will be asked at the registration stage to submit your VAT number (if available, according to the your applicable legislation).
The fee (as indicated on Socital’s Site and/or in the Order Form) must be paid via credit card or debit card or wire transfer or online banking or prepaid card. You may only order a service if you are considered capable of entering into an enforceable contract in the applicable jurisdiction. You agree to pay in full the prices for the Service that you have commanded either by credit/debit card concurrent with your online order or by other payment means acceptable to us. If for any reason payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us.
You are solely responsible for the payment of any banking and transaction costs. Any additional credit or debit charges that may incur due to the transaction will be paid also by you and not by us.
In order to secure the payments through your credit cards, the we collaborate with certified payment service providers operating according to the provisions of the relevant legislation.
In order for the payment to be accomplished, you will be directed to a secure page of the collaborating payment service provider which is linked to the our Site. There you shall register your card details, i.e. the full name of the owner of the card, the card number, the expiry date (month and year) of the card, the security code (verifying the authenticity of the card) imprinted in the appropriate space of the card reserved for the signature of the holder (CVV/VISA or CVC/MC), in order to check the validity of the cards and safely carry out the transaction.
We do not store the data inserted by you in relation to the number of the card or the card security code verifying the authenticity of the card (for example CVV/VISA or CVC/MC). The payment service provider collaborating with us controls the data inserted and informs us electronically, for the approval or the rejection of the transaction.
In case a transaction is rejected, irrespectively of the reason of the rejection (which could be for example default on overdraft, failure of the system of the payment service provider or of the Bank issuing the card), you must ensure the payment, otherwise we are entitled to block the your access to the Services.
If a charge to the payment for the Service is for any reason declined, we may undertake additional attempts to process the payment. If the payment continues to fail, we have the right to display a billing issue message to your login page or/and to issue a payment failure notice by email.
B. Overdue Payment
If a charge to the payment method on your Account is declined, Socital may make additional attempts to process the payment. If the payment continues to fail, Socital may display a billing issue message when you sign in to your Account and notify you by email.
21 Days: If you have an outstanding balance on your Account for more than 21 days, Socital may suspend your and your users’ access to the Socital Services. Please pay your outstanding balance in full to regain immediate access.
60 Days: If you have an outstanding balance for more than 60 days, Socital may block your and/or your users’ access to the Socital Services and permanently delete your Socital Account without any further notice. After this deletion, you will not be able to recover your Account.
C. Cancellations
If you cancel your subscription, your cancellation takes effect on your next billing cycle. This means Socital will not be able to refund you for any unused portion of the Services. This cancellation policy applies whether you’ve chosen a monthly or annual subscription plan.

7. Data Protection

Client hereby irrevocably grants Service Provider the right to collect, extract, compile, synthesize and analyze End User Data. Service Provider may use such End User Data to render the Services without a duty of accounting to Client or to End-User, whose Data are processed. The Client represents, warrants and ensures that it has obtained by its End-Users any and all required permissions, approvals and/or consents for the processing by the Service Provider of their End User Data on behalf of the Client.

Client hereby irrevocably grants Service Provider the right to collect, extract, compile, synthesize and analyze Client Personal Data. Service Provider may use such End User Data to render the Services without a duty of accounting to Client.

It is agreed that the Client is the data controller of any End User Data and Client Personal Data collected on the Services and the Service Provider is the data processor for the provision of the Services under this Agreement. The Client acknowledges that, with respect to the Services, it is responsible for ensuring compliance with all applicable Data Protection Laws including, but not limited to: (i) ensuring that all End User Data and Client Personal Data is processed fairly and lawfully and in full compliance with applicable Data Protection Laws; (ii) ensuring that End Users are fully informed of the processing of their End User Data necessary for the performance of the Services and as described in this Agreement (including the right for Service Provider to process End User Data in accordance with Section 15.1 for its own business purposes) and (iii) ensuring that all necessary disclosures and consents have been obtained from End-Users to permit the processing of their End User Data by Service Provider to perform the Services and as described in this Agreement (including the right for Service Provider to process End User Data accordance with Section 15.1 for its own business purposes).

Client acknowledges that it is responsible for ensuring that all privacy policies made available through the Services by the Client comply fully with all applicable Data Protection Laws and accurately describe the processing of personal data contemplated by this Agreement.

For the purposes of this Agreement, “Data Protection Laws” means European Directive 95/46/EC and European Directive 2002/58/EC together with (a) all laws and regulations implementing the same in any European Member State; and (b) all laws and regulations applicable to the Parties hereto in respect of the processing, storage, use, dispose e.tc. of personal data, now or hereafter in effect.  “Client Personal Data” means personal data contained within Client Data and subject to Data Protection Laws with respect to the processing of such personal data.

8. Indemnification

You agree to defend, indemnify and hold Socital and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the Socital Site, Socital Content or User Content; (ii) your violation of this Agreement; (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that your User Content caused damage to a third party, including, without limitation, claims that your User Content is infringing.

You also agree that you use the Content of the Socital Site at your own risk and we shall be liable to you for loss, loss of profit, loss of any contract or for any indirect or consequential loss or damage which may be suffered by you in connection with usage of Socital Site or its Content.

9. Disclaimer

THE SOCITAL SITE AND ALL CONTENT MADE AVAILABLE THROUGH THE SOCITAL SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND. SOCITAL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOCITAL SITE AND SUCH CONTENT, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, SOCITAL MAKES NO REPRESENTATION OR WARRANTY THAT THE SOCITAL SITE OR ANY SUCH CONTENT WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

A. Nothing in these Terms of Service shall limit or exclude Socital (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers) liability for (a) death or personal injury resulting from its negligence, or the negligence of its employees, agents or subcontractors; or (b) fraud, fraudulent misstatement or fraudulent misrepresentation.
B. Subject to clause 10 A.:
i. Socital (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers) shall in no circumstances whatever be liable to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any: (A) loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; (B) any loss of goodwill or reputation; or (C) indirect or consequential, losses suffered or incurred by you arising under or in connection with these Terms of Service; and
ii. Socital’s (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers) total liability to you in respect of all loss arising under or in connection with these Terms of Service whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances [(and including any indemnities given by Socital under these Terms of Service)] exceed the amount of the payments paid by you to Socital under these Terms of Service in the twelve months prior to the event giving rise to such liability.
C. Due to the nature of these Terms of Service, in addition to monetary damages, you agree that Socital will be entitled to seek equitable relief upon a breach of these Terms of Service by you.

11. Force Majeure

Socital will not be liable to you by reason of any failure or delay in performance on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers or a Socital co-location facility, for the duration of such event and for such further period of time that Socital may reasonably require to recover from the effects of such event.

12. Consent to Electronic Notice

You consent to the use of (a) electronic means to complete these Terms of Service and deliver any notices pursuant to these Terms of Service, and (b) electronic records to store information related to these Terms of Service or your use of the Socital Site or Services. Any notice or other communication to be given hereunder will be in writing and given (x) by Socital via email (in each case to the address that you provide), (y) a posting on the Socital Site or (z) by you via email to hello@socital.com or to such other addresses as Socital may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

13. Third Party Providers

The Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from other third parties. When you access the Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not the Service Provider. The Service Provider makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by the Client with any such third party.

 

The Socital Site may provide links to third party websites, and such links are provided for reference only. We encourage you to read the terms of use of each third party website you visit, including websites which are linked to the Socital Site and/or which have deployed the Services. Please keep in mind that Socital has no control over (and Socital disclaims any responsibility or liability to you for) the content, privacy policies, activities or practices of any third party websites, including websites that deploy the Services, or for any harms, injuries or losses you might suffer as a result of using or accessing such websites.

14. Miscellaneous

In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision. This Agreement will be governed by and interpreted in accordance with the the laws of England and Wales excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Service will be brought exclusively in the courts of England and Wales  and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. These Terms of Service together with any Service Agreement, Service Level Agreement(s) and the Order Form(s) attached hereto, form a binding agreement between Socital and you. In the event of any conflict or inconsistency between this Agreement, the Service Level Agreement, the Terms of Service and the Order Form, the order of precedence shall be: (1) the Service Agreement; (2) the Order Form; (3) any Service Level Agreement; and (3) the Terms of Service.