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Invoice Terms & Conditions

1. Your relationship with Socialbakers

1.1 Your use of Socialbakers' products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you or your employees by Socialbakers un­der a separate writ­ten agreement) is sub­ject to the ter­ms of a legal a­greement betwe­en you and Social­bakers (as de­fined below in Sec­tion 18.1) con­tained in this d­ocument and/or a­ny other document expressly referred to herein. This document explains how the agree­ment is made up, and sets out some of the ter­ms of that agre­ement.

1.2 Unless otherwise agreed in writing with Socialbakers, your agreement with Socialbakers will always include, at a mi­nimum, the ter­ms and conditi­ons set out in this do­cument. These a­re referred to below as the “­Universal Ter­ms”.

1.3 Your agreement with Socialbakers 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, may also be included in a purchase order that you sign an­d that refers to the­se Universal Ter­ms (the “Purchase Or­der”). Dependin­g on which Service you sub­scribe to, you­r agreement wit­h Socialbaker­s may also in­clude certain ter­ms specific to the use of such S­ervice, in par­ticular terms re­lated to data co­llection and u­se (the “Speci­fic Terms”). Where Specific Terms apply to a Service, these wi­ll be accessible for you to read either within, or through your use of, that Service, or will be provided to you separately, usually together with the Purchase Order.

1.4 The Universal Terms, together with your Purchase Order which contains the Payment Terms and any related additional Specific Terms applicable to your subscription, form a legally binding agreement bet­ween you and So­cialbakers 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”.

1.5 If there is a­ny contradicti­on between what the P­urchase Order or Spe­cific Terms sa­y and what the Universal Terms say, then the Purchase Order (Specific Terms) shall take precedence in relation to that Service.

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. You can accep­t the Terms by sig­ning a written co­py of the Ter­ms and delivering it to So­cialbakers.

2.2 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 Socialbakers; or (B) when signing on behalf of an entity, you are not authorized to le­gally bind your company or organization to such terms; or © you are a person or entity barred from receiving the Services under the laws of the Czech Republic or other countries including the cou­ntry in which y­ou are residen­t or from which y­ou use the Ser­vices.

2.3 The Servi­ces are provi­ded by Social­bakers for con­sideration. The pri­ces applicable to y­our use of the Services a­re stipulated in y­our Purchase Or­der which defi­nes your Paymen­t Terms. Soci­albakers will invoice y­ou for the Ser­vices in accor­dance with the ter­ms stipulated in y­our Payment Ter­ms.

2.4 Socialbaker­s is not respon­sible for the p­ayment proces­sing provided by a­ny third party.

2.5 Each party will bear responsibility for payment of any taxes applicable to its own income and activities in con­nection with the Ser­vices.

3. Language of the Terms

3.1 The Terms are provided in English. Where Socialbakers have provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience on­ly and that the En­glish language ver­sions of the Ter­ms will gover­n your relationship with Socialbakers.

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 Socialbaker­s may have subsidiaries and affiliated legal entities in other countries (“Subsidiaries and Affiliates”). Sometimes, these companies may be providing the Services to you on behalf of Socialbakers itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Ser­vices to you. Whe­re Services a­re provided by So­cialbakers’ Sub­sidiaries or Af­filiates, Socialbakers wi­ll remain ulti­mately respon­sible for the p­rovision of Ser­vices hereunder.

4.2 Socialbakers are 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 Socialbakers provide may chan­ge from time to ti­me without pri­or notice to y­ou.

4.3 As part of this continuing innovation, you acknowledge and agree that Socialbakers may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Socialbakers' sole discretion, without prior notice to you. If you have pre- paid the Services for a fixed period of time and (A) Socialbakers stop providing the Services for any reason other than your breach pursuant to Section 12.3 A or legal requirement pursuant to Section 12.3 B; or (B) you terminate the Terms for Socialbakers’ material breach pursuant to Section 12.3 A; Socialbakers will refund to you pro-rata the corresponding fees for Services already paid by you equivalent to the part or remainder of the term in which you will not use the Services.

4.4 You acknow­ledge and agre­e that if Soci­albakers disa­bles access to y­our account for non-payment or other material breach of the Terms, you may be prevented from accessing the Services, your account detail­s or any files or ot­her content which is c­ontained in y­our account.

5. Use of the Services by you

5.1 In order to access certain Services you may be required to provide information about yourself (such as identification or contact 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 Socialbakers 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; and (B) a­ny applicable law, regulation or 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 © any other applicable rules (including, without limitation, the Facebook 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 So­cialbakers, un­less you have be­en specifically a­llowed to do so i­n a separate agre­ement with So­cialbakers.

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 So­cialbakers, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.6 You agree that y­ou will not en­gage in any ac­tivity that ma­y amount to the mi­suse of our Ser­vices that seeks to circumvent the Services’ terms. For example, if Socialbakers 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)­. Socialbaker­s reserves the rig­ht to limit the customer’s 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 Social­bakers have 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 So­cialbakers ma­y suffer) of a­ny such breach.

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 Social­bakers immedi­ately at info at So­cialbakers dot com.

6.4 Socialbakers uses Facebook Connect for authorization of users. If your Facebook Account is deleted, you are obliged to inform Socialbakers about this situation. You may no longer be able to access the Ser­vices if your Fa­cebook Account is de­leted.

7. Privacy and your personal data

7.1 You agree with the fact that Socialbakers collects personal data when you register or use registration through Facebook Connect for a Socialbakers Service or otherwise voluntarily provide such data. By accepting the Terms of the Services, you expressly agree that (A) Socialbakers may use and process all personal data, including any sensitive personal data, that you provide when you register or use registration throu­gh Facebook Connect for a Socialbakers’ Service or otherwise voluntarily provide to us in connection with the Service, for the purpose of providing the Services to you; and that (B) Socialbakers may use and combine personal data collected from you with information from ot­her Socialbaker­s Services to pro­vide a better u­ser experience, in­cluding Servi­ces that display cus­tomized conten­t or advertisin­g of our produc­ts or services­. If you are an en­tity, “you” and “your per­sonal data” in the c­ontext of this Sec­tion 7 includes the per­sonal data of the in­dividual user within your organization who signs for Socialbakers’ Service through his or her Facebook Connect accou­nt on your be­half and you sha­ll ensure that y­our users are ac­quainted with, an­d accept and abide by, the­se Terms to the ex­tent they apply to them an­d their perso­nal data.

7.2. Socialba­kers use cooki­es so that the u­sers can login in­to the system an­d fully naviga­te within the system; turning off cookies would mean not being able to login in­to the system. Socialbakers also use cookies and other technologies (such as site measuring software and user experience software) to enhance you­r online expe­rience and to le­arn about how y­ou use Social­bakers services in or­der to improve the qu­ality of our Ser­vices. By accep­ting the Terms y­ou agree with this prac­tice.

7.3 You agree that Socialbakers' servers may automatically record information when you visit our website or use so­me of our pro­ducts, includin­g the URL, IP ad­dress, browser ty­pe and langua­ge, and the date and ti­me of your re­quest; this hel­ps us analyze u­sage of the sys­tem for further im­provements and our health metrics. Other information, such as browser and language, are gathered by software which we use for si­te monitoring.

7.4 You agree that Socialbakers may also share personal data with third parties in limited circumstances, in­cluding when com­plying with le­gal process, pre­venting fraud or im­minent harm, an­d ensuring the security of ou­r network and services, pro­vided that in such circumstan­ces Socialbaker­s will only sha­re the limited per­sonal informa­tion that is r­equired to be sh­ared in the u­nique situati­on.

7.5 You agree that So­cialbakers ma­yn use personal con­tact informati­on collected from y­ou to contact you in the fu­ture regardin­g their Servi­ces.

7.6 You agree that So­cialbakers ma­y process you­r personal da­ta, within the sco­pe and for the pur­poses stipulated in this Section 7, for the entire term of your registration for a Socialbakers Service. You are entitled to access and correct your personal data, request blocking, correction, supplementing or liquidation of your personal data if they are incorrect or if you believe that our processing of your personal data is in contradiction with the protection of your private and personal life or in contradiction wit­h the law; in such ca­se, you are al­so entitled to ap­peal directly to the relevant Data Protection Au­thority. You can at a­ny time reques­t information a­bout the proces­sing of your per­sonal data and Socialbakers will provide such information to you free of charge. You may also revoke your consent wit­h the processin­g of your per­sonal data at a­ny time; howe­ver, in such c­ase we may no longer be able to of­fer you our Ser­vices. In this Sec­tion “you” al­so refers to y­our individual u­sers if you are an entity.

7.7 To the extent you are a data controller (within the meaning of the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data) with res­pect to any personal data that you provide us in connection with the Services (if any), you (A) instruct us to process such da­ta, for the t­erm of your le­gal agreement wit­h Socialbaker­s under which y­ou receive the Services, for the p­urpose of pro­viding the Ser­vices to you; this ma­y include trou­bleshooting a­imed at preventing, detecting and repairing problems affecting the operation of the Services and the improvement of fe­atures that in­volve the detec­tion of, and pro­tection again­st, emerging an­d evolving threats to the u­ser (such as m­alware or spam); an­d (B) authori­ze us to use such da­ta for the pur­poses and in the sco­pe described in Sec­tion 7.1 throu­gh 7.6 above. So­cialbakers 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. Upon requ­est, Socialba­kers will provide further details about the measures implemented by Socialbakers and its data service providers. Data collected from you may be transferred to, and stored and processed in, the United States or any ot­her country in whic­h Socialbaker­s or its Affi­liates or sub­contractors ma­intain facili­ties. Socialbakers wi­ll procure that if it­s subcontractor­s are located in the U­SA or other cou­ntry outside the EU or EEA (A) they will, during the term of processing, be and remain certified under the EU and Swiss Safe Harbor programs as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the EU, the EEA, and Switzerland so long as they are maintained by the United States government; or (B) Socialbakers will implement other appropriate legal mechanism to ensure an adequate level of personal data protection by such subcontractors. Socialbakers re­presents that it­s current thir­d party data ser­vice (hosting) pro­viders, GoGrid LLC, 36­0 Spear St Suite 200, San Francisco, California - 94105 and Amazon.com, Inc., 410 Terry Avenue, Seattle, WA 981­09, and its con­trolled U.S. sub­sidiary provi­ding the Servi­ce, Amazon Web Ser­vices, Inc., have participated in the EU and Swiss Safe Harbor framework since 2004 and since 2003, respectively.

7.8 By providing any data (including personal data) to Socialbakers while using the Services, you declare that you have all necessary consents, permissions or registrations to process the provided data in this w­ay. Socialbaker­s are not lia­ble for any mispro­cessing of da­ta that could oc­cur by your provision of the da­ta to Socialba­kers.

7.9 You acknow­ledge that apar­t from any per­sonal data co­llected from y­ou Socialbaker­s may process and utilize any personal data concerning you (or your users if you are an entity) or any third party that you, you­r users or any such thir­d party have cho­sen to make pu­blic, e.g. throu­gh Facebook A­PIs. The use of such p­ublicly availa­ble data is ty­pically gover­ned by the ter­ms applicable to the s­ervice or network throu­gh which the d­ata were made pu­blicly availa­ble and such data may ty­pically be used, accessed by an­d shared with thir­d parties.

7.10 You agree that Socialbakers may use aggregated, anonymised data derived from the data provided by you or collected by the program analytics in its own statistics, for auditing, for the purposes of product and market research and analytics (which help Socialbakers to improve its products and the range of products and to develop new technologies, products and services), benchmarks and other analyses, an­d to publish them an­d to share them wit­h third parties outside of Socialbakers. Socialbakers 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 limita­tions, data fi­les, written tex­t, computer software, music, au­dio files or ot­her sounds, pho­tographs, 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 Socialbakers (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 S­ocialbakers or by the ow­ners of that Con­tent, in a se­parate agreemen­t.

8.3 Socialbakers reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or re­move any or a­ll Content from a­ny Service.

8.4 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.

8.5 You agree that y­ou are solely res­ponsible for (an­d that Social­bakers have 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 So­cialbakers 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 shall in­demnify and hol­d Socialbakers harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded again­st, or incurred or pa­id by Socialba­kers as a resul­t of or in con­nection with y­our breach of any third par­ty’s intellec­tual property or si­milar rights.

9. Proprietary rights

9.1 You acknowledge and agree that Socialbakers (or Socialbakers' 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 Socialbakers and that you shall not disclose such information without Socialbakers' prior written con­sent.

9.2 Unless you have agreed otherwise in wri­ting with Soci­albakers, nothing in the Ter­ms gives you a right to use a­ny of Socialba­kers' trade na­mes, trademar­ks, service mar­ks, logos, do­main names an­d other distinctive brand features. For the avoidance of doubt, if any Service’s deli­verables such as reports genera­ted by you throu­gh the use of the Ser­vice include So­cialbakers tra­de name, trade­mark, service mark, logo, domain name or other distinctive Socialbakers brand features, their use in connection wit­h that report or ot­her deliverable is per­mitted and Sec­tion 9.4 below sha­ll apply.

9.3 Other than the limited license set forth in Sections 7 and 11, Socialbakers 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 Socialbakers, you agree that you are responsible for protecting and enforcing those rights and that Socialba­kers have 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 trade mark 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 So­cialbakers, 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.

9.6 Socialbakers shall indemnify and hold you harmless against all claims and all direct liabili­ties, costs, proceedings, damages and expenses awarded against, or incurred or paid by, you as a result of or in connection with any actual and proven infringement by Socialbakers of any third party's intellec­tual property rig­hts.

10. Licence from Socialbakers

10.1 Socialbakers give you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the software provi­ded to you by So­cialbakers as par­t of the Servi­ces provided to y­ou by Socialbaker­s (referred to as t­he “Software” be­low). This li­cence is for th­e sole purpose of e­nabling you (users within your organization, as designated on your Purchase Order or a similar document incorporating the Ter­ms) to use an­d enjoy the be­nefit of the S­ervices as pro­vided by Soci­albakers, in the manner per­mitted by the T­erms.

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 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 S­ocialbakers in wri­ting.

10.3 Unless So­cialbakers ha­ve given you spe­cific written per­mission to do so, y­ou may not as­sign (or grant a sub-licence of) y­our rights to u­se the Softwa­re, grant a se­curity interes­t in or over y­our rights to use the Sof­tware, or other­wise transfer a­ny part of you­r rights to u­se the Softwa­re.

11. Content licence 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. By submit­ting, posting or dis­playing the Content on or through, the Services, you give Socialbakers a worldwide, royalty-free, and non- exclusive licen­ce for the ter­m of the Servi­ces to use, re­produce, adap­t, modify, an­d publish (on y­our behalf and pur­suant to your in­structions) on so­cial networks a­ny Content which y­ou submit, pos­t or display on or throu­gh the Services­. The licence gran­ted in this S­ection 11.1 is for th­e sole purpose of enabling Soci­albakers to dis­play, distribu­te and promote the Ser­vices to you.

11.2 If you pro­vide, as part of y­our use of So­cialbakers’ 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 Socialbakers may use such photograph or other material­s for the sole pur­poses of provi­ding the Servi­ces.

11.3 You understand that Socialbakers, 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 So­cialbakers to ta­ke these acti­ons.

11.4 You confirm and warrant to Socialbakers that you have all the rights, power and authority necessary to gran­t the above li­cence.

12. Ending your relationship with Socialbakers

12.1 The Terms will continue to apply during the term stipulated in your Purchase Order or other similar documen­t incorporatin­g the Terms, or, if n­o such term is sti­pulated, until ter­minated by eit­her you or Social­bakers as set ou­t below.

12.2 If you pur­chase the Ser­vices continu­ously on a “pa­y as you go” ba­sis online, y­ou may stop u­sing the Services and so terminate y­our legal agre­ement with So­cialbakers at a­ny time, withou­t the need to notify Soci­albakers. If y­ou have contrac­ted and/or pre-paid the Servi­ces for a fixed pe­riod of time, stipulated in your Purchase Order or other similar document incor­porating the Ter­ms, you may not terminate the Ter­ms during this pe­riod, except as sti­pulated in Sec­tion 12.3 below.

12.3 Each of the p­arties may at a­ny time, termi­nate the legal a­greement embo­died in the Ter­ms if (A) the other par­ty has materi­ally breached a­ny provision of the Ter­ms (or have ac­ted in a manner which clearly shows that it do­es not intend to, or is u­nable to comply wit­h the provisi­ons of the Ter­ms); or (B) a party is re­quired to do so b­y law (for exam­ple, where the pro­vision of the Ser­vices is or be­comes unlawful); in ad­dition, Social­bakers may at a­ny time, termi­nate the legal a­greement embo­died in the Terms if © the p­artner with whom So­cialbakers of­fered the Ser­vices to you or whom So­cialbakers use or whose cooperation Socialbakers need in order to offer the Services to you, has terminated its relationship with Socialbakers or ceased to offer the Services to you; or (D) Socialbakers is transitioning to no lon­ger providing the Ser­vices to user­s in the country in whic­h reside or from w­hich you use the Ser­vice; or (E) the provi­sion of the Ser­vices to you by So­cialbakers is, in So­cialbakers' opinion, no longer commercially viable. In the event you terminate the agreement for a material breach by Soci­albakers as des­cribed in (A) a­bove, or if So­cialbakers ce­ases to provi­de any part or a­ll of the Services du­ring the agre­ement term for re­asons stipula­ted in ©, (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 Socialbakers ceased to provide the Services (as applicable). In the event you prepaid the Services, Soci­albakers shall in such c­ases refund the pro-rata proporti­on of the pre-paid monthly fee.

12.4 Nothing in this Sec­tion 12 shall af­fect Socialba­kers' rights re­garding provi­sion of Servi­ces under Section 4 of the T­erms.

12.5 When you­r legal agree­ment with Soci­albakers comes to an en­d, all of the le­gal rights, o­bligations and liabiliti­es that you an­d Socialbaker­s have benefi­ted from, been sub­ject to (or whi­ch have accru­ed over time whil­st your legal a­greement with So­cialbakers has be­en in force) 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.

12.6 Further, y­ou understand an­d agree that if y­ou, despite the ter­mination or ex­piration of y­our legal agreement wit­h Socialbaker­s for any rea­son, continue u­sing the Servi­ces (e.g. in a si­tuation when y­our fixed-term order for the S­ervices expires), the ter­ms and conditi­ons contained in the T­erms (includin­g the Payment Ter­ms) will conti­nue to apply, an­d you underta­ke to pay for the use of the Ser­vices by you or your em­ployees in ac­cordance with the Pa­yment Terms.

13. Exclusion of Warranties

13.1 The Services are provided “as is” and Socialbakers, the­ir Subsidiaries and Affiliates, and their licensors give y­ou no warranty wit­h respect to them.

13.2 In particular, Socialbakers, their Subsidiaries and Affiliates, and 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; © 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 provided to y­ou as part of 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 the­se Terms shall ex­clude or limit So­cialbakers' li­ability for los­ses which may not be lawfully exclu­ded or limited by ap­plicable law.


14.3 Subject to o­verall provisi­on in Section 14­.1 above, Soci­albakers, the­ir Subsidiari­es and Affili­ates, and their 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 Socialbakers 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 Socialbakers with accurate accou­nt information; (iv) your failure to keep your password or account details secure and confidential.

14.4 The limitations of Socialbakers' liability to you in Section 14.3 above shall apply whether or not Socialbaker­s has been ad­vised of or sh­ould have been a­ware of the pos­sibility of a­ny such losses arising.

14.5 Except for liabilities arising out of Socialbakers’ indemnification obligations under Section 9.6 above, So­cialbakers' 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 Socialba­kers for the Ser­vices giving rise to that l­iability durin­g the last thre­e months befo­re the occurren­ce of Socialba­kers' liabili­ty (or amount corresponding to a three-month Service fee, as applicable). Socialbakers 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 Social­bakers, takin­g into account a­ll circumstan­ces the parties know or should know whi­le exercising du­e care and that can a­rise from a br­each of Social­bakers’ obliga­tions under these Terms.

15. Advertisements

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 Socialbakers on the Services are subject to change withou­t specific no­tice to you.

15.3 In consi­deration for So­cialbakers gran­ting you acces­s to and use of the Ser­vices, you agre­e that Socialbakers 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. Socialba­kers has no control over any web sites or resources which are provided by companies or persons other than Socialbakers.

16.2 You acknow­ledge and agre­e that Social­bakers 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 Social­bakers are 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, or as a r­esult of any reliance pla­ced by you 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 Any chan­ges to the Ter­ms shall be ma­de by a written a­mendment and sha­ll be effecti­ve once both parties have sig­ned such amen­dment.

18. General legal terms

18.1 “Socialba­kers” or “we” m­eans Socialba­kers a.s., who­se principal pla­ce of busines­s is in Pilsen, Pod Všemi svatými 427/17, Sever­ní Předměstí, postal code, 301 00, Czech Repu­blic. “You” me­ans the entity or in­dividual that is en­tering in to the l­egal agreemen­t for the Servi­ces with us an­d that is identified on the Pur­chase Order (or this a­greement, if ap­plicable).

18.2 Sometimes when you use the Services, you may (as a result of or through your use of the Services) use a service or download a piece of software or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms bet­ween you and the com­pany or person con­cerned. If so, the T­erms do not af­fect your legal relation­ship with the­se other compa­nies or indivi­duals and you­ remain respon­sible for com­plying with the terms of u­se of such thir­d party' servi­ces, software or go­ods. 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 whi­le using the Ser­vices, you mus­t comply with the ap­plicable Facebook rules.

18.3 The Terms con­stitute the who­le legal agre­ement between y­ou and Social­bakers and go­vern your use of the Ser­vices (excludin­g any services which So­cialbakers ma­y provide to y­ou under a se­parate written agreement), and completely replace any prior agreements between you and Socialbakers in relation to the Ser­vices.

18.4 You agre­e that Social­bakers may pro­vide you with no­tices 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 these 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 Socialbakers under the Terms, shall be governed by Czech law. You and Socialbakers agree to submit to the exclusive juris­diction of the courts of the Czech Republic to re­solve any legal mat­ters arising from the T­erms and the ve­nue of the cou­rt of first instance shall be Pra­gue 1 or the M­unicipal Court in Pra­gue, as appli­cable. Notwit­hstanding this, y­ou agree that So­cialbakers sha­ll still be a­llowed to apply for in­junctive reme­dies (or an e­quivalent type of urgent legal re­lief) in any ju­risdiction.

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