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) 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 the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 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 (where such option is made available to you by Socialbakers).
1.5 The Universal Terms, together with the Additional Terms and Payment Terms, 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”.
1.6 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional 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.
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 Socialbakers in the user interface for any Service; or (B) by payment for the Services; or © by actually using the Services. In this case, you understand and agree that Socialbakers 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 Socialbakers, or (B) when contracting 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.
2.4 If you accept the Universal 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 Universal Terms for your records before you continue.
2.5 The Services are provided by Socialbakers for a consideration. The up-to-date prices applicable to the Services are either (A) published on the Services website www.socialbakers.com 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, or (B) stipulated in your purchase order or similar document that defines your Payment Terms (if you signed such purchase order or similar document).
2.6 You can pay for the Services with your PayPal account or 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 (invoicing). If you have concluded a purchase order or similar document that defines your Payment Terms, Socialbakers will invoice you for the Services in accordance with the terms stipulated therein.
2.7 Socialbakers is not responsible for the payment processing provided by any third party.
2.8 You shall be liable for all taxes applicable to your use of the Services under any applicable law.
3. Language of the Terms
3.1 The Terms are provided in the English language. Where Socialbakers have provided you with a translation of the English language version of the Terms, then 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 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.
4.4 You acknowledge and agree that if Socialbakers disable access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.5 You acknowledge and agree that while Socialbakers may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service; such fixed upper limits may be reasonably set by Socialbakers at any time, at Socialbakers' discretion.
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 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 and coupons associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Socialbakers 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 use Facebook Connect for authorization of users. If your Facebook Account is deleted, you are obliged to inform Socialbakers about this situation.
7. Privacy and your personal information
7.1. You agree with the fact that Socialbakers collect personal information when you register or use registration through Facebook Connect for a Socialbakers Service or otherwise voluntarily provide such information. By accepting the Terms of the Services, you expressly agree that Socialbakers may use and process all personal information, including any sensitive personal information, 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 we may use and combine personal information collected from you with information from other Socialbakers Services or third parties to provide a better user experience, including customizing content for you.
7.3. You agree with the fact 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.
7.4. You agree with the fact that we may use personal information collected from you to provide the Services you have requested, including Services that display customized content and advertising of our or third-party products or services.
7.5. You agree with the fact that we may also use personal information collected from you for auditing, research and analysis to operate and improve Socialbakers technologies and Services.
7.6. You agree with the fact that we may also share personal information 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.
7.7. You agree that Socialbakers can use personal contact information collected from you to contact you in the future regarding their Services.
7.8. 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 agree Socialbakers may use such photograph or other materials for the purposes of providing the Services, without limitations.
7.9. You agree that Socialbakers may process your personal information, 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 information, request blocking, correction, supplementing or liquidation of your personal information if they are incorrect or if you believe that our processing of your personal information is in contradiction with the protection of your private and personal life or in contradiction with the law; in such as case, you are also entitled to appeal directly to the relevant Data Protection Authority. You can at any time request information on the processing of your personal information and we will provide such information to you free of charge. You may also revoke your consent with the processing of your personal information at any time; however, in such a 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.
7.10. 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) provider, GoGrid LLC, 360 Spear St Suite 200, San Francisco, California – 94105 has participated in the EU and Swiss Safe Harbor framework since 2004.
7.11 By providing of any data (including personal information) 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.
7.12. You acknowledge that apart from any personal information collected from you, Socialbakers may process and utilize any personal information concerning you (or your users, if you are an entity) that you (your users) have chosen to make public, e.g. through Facebook’s APIs. The use of such publicly available information is typically governed by the terms applicable to the service or network through which the data were made publicly available, and such information may typically be used, accessed by and shared with third parties.
7.13. You agree with the fact that we may use aggregated non-personal / anonymised information in statistics, market analytics and other analyses and materials, publish them and share them with third parties outside of Socialbakers.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) 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. All such information is referred to below as the “Content”.
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 which are owned by the sponsors or advertisers who provide that 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 this 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 reserve 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.
9. Proprietary rights
9.1 You acknowledge and agree that Socialbakers (or Socialbakers' licensors) own all legal right, 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.
9.4 Other than the limited license set forth in Section 7 and 11, Socialbakers acknowledge and agree that they obtain 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.
9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorised to do so in writing by Socialbakers, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any 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 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 (and, where applicable, your employees / users 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 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, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. If you provide, as part of the Content which you submit, post or display on or through, the Services, any databases, then you give Socialbakers a perpetual (i.e. limited only by the duration of the database maker’s rights), irrevocable, worldwide, royalty-free, and non-exclusive licence to extract and re-utilize such database. 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 You agree that this licence includes a right for Socialbakers to make such Content available to other companies, organisations or individuals with whom Socialbakers have relationships for the provision of syndicated services, and to use such Content in connection with the provision of those 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, other than for reasons stipulated by applicable law.
12.3 Socialbakers may at any time, terminate its legal agreement with you embodied in the Terms if: (A) you have breached any provision of the Terms (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) Socialbakers are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or © 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 you are resident 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.
12.4 Nothing in this Section 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 the 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 paragraph 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 a consideration for the use of the Services by you or your employees in accordance with the Payment Terms. Further, if such situation occurs, and you or your employees continue using the Services, you expressly and irrevocably authorise Socialbakers to use any payment means it chooses, including debiting your PayPal account or debiting your credit card, for the settlement of such Socialbakers´ consideration.
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.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, SOCIALBAKERS 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 THESE TERMS, THE SERVICES, MATERIALS, OR THE FAILURE TO PERFORM OUR OBLIGATIONS.
14.3 Subject to overall provision in paragraph 14.1 above, Socialbakers, their Subsidiaries and Affiliates, and their licensors shall not be liable to you for: (A) any indirect or consequential losses which may be incurred by you. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you; (B) any 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 on Socialbakers' liability to you in paragraph 14.3 above shall apply whether or not Socialbakers have been advised of or should have been aware of the possibility of any such losses arising.
14.5 Socialbakers' liability for damage incurred by you as a result of or in connection with the Services that cannot be excluded under the applicable law according to Section 14.1 above 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. 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.
15.1 Some of the Services are 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 may have 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 are 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 Socialbakers may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Socialbakers will make a new copy of the Universal Terms available at http://www.socialbakers.com/terms and any new Additional Terms will be made available to you from within, or through, the affected Services.17.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Socialbakers will treat your use as acceptance of the updated Universal Terms or Additional Terms.
18. General legal terms
18.1 “Socialbakers” 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.
18.3 The Terms constitute the whole legal agreement between you and Socialbakers and govern your use of the Services (but 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, including those regarding changes to the Terms, by email, regular mail, or postings on the Services website.
18.5 You agree that if Socialbakers do not exercise or enforce any legal right or remedy which is contained in the Terms (or which Socialbakers have the benefit of under any applicable law), this will not be taken to be a formal waiver of Socialbakers' rights and that those rights or remedies will still be available to Socialbakers.
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 You acknowledge and agree that each member of the group of companies of which Socialbakers are the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
18.8 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.