Invoice Terms & Conditions

Last updated in May 2018

1. Your relationship with Socialbakers

1.1. Your use of Socialbakers' products, services, content and web sites (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to you or your employees by 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. The Services are accessed through Socialbakers’ proprietary software application(s) (referred to as the “Software” below) hosted at our web platform at www.socialbakers.com and consist in a single log-in, centralised web dashboard that enables you to access data, metrics and analytics from social profiles on multiple social networks. The Services are provided as “Software as a Service (SaaS)” subscription services and we will not be delivering copies of the Software to you as part of the Services. This document explains how the agreement is made up and sets out some of the terms of that agreement.

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 binding purchase order that you sign and that refers to these Universal Terms (the “Binding Order”). Depending on which Service you subscribe to, your agreement with Socialbakers may also include certain terms specific to the use of such Service (the “Specific Terms”). Where Specific Terms apply to a Service (such as the terms of use of the Ads functionality available at http://www.socialbakers.com/analytics-ads-terms-and-conditions), 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 Binding Order.

1.4 The Universal Terms, together with your Binding 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 Binding Order or Specific Terms say and what the Universal Terms say, then the Binding 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; (B) when signing on behalf of an entity, you are not authorized to legally bind your company or organization to such terms; or (C) you are a person or entity barred from receiving the Services under the laws of the 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 Binding 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 be responsible 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. If Socialbakers has provided you with a translation of the English language version of the Terms, you agree that the translation is provided only for your convenience, and that the English language versions of the Terms will govern your relationship with Socialbakers.

3.2 If there is any contradiction between what the English language version of the Terms and the translation, 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. At times, these companies or their employees may serve as contact points with respect to the Services provided to you by Socialbakers. Even where Socialbakers’ subsidiaries or affiliates are your primary contact points, Socialbakers as the Services provider will remain ultimately responsible for the provision of Services hereunder.

4.2 Socialbakers is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Socialbakers provides may change from time to time without prior notice to you.

4.3 As part of this continuing innovation, you acknowledge and agree that Socialbakers may permanently or temporarily stop 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 stops 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; 3 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 understand and agree that Socialbakers may at its full discretion disable access to your account for (i) non-payment or (ii) other breach of the Terms if such breach is material, and that in such case you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. If your access to the Services had been disabled for non-payment or other (material) breach of the Terms, and subsequently was reactivated (e.g. after the breach had been cured), you still remain obliged to pay the Services fees for the entire subscription term including the period for which you could not access the Services as a result of your default; you will not be entitled to any compensation or refunds (whether monetary or in the form of extra days of Services / extended subscription term) for the period for which you could not use the Services. Such de-activation of Service shall not be considered a breach of the Terms by Socialbakers. Further, the foregoing is without prejudice to Socialbakers’ right to terminate the legal agreement embodied in the Terms for material breach pursuant to Section 12.3 of the Terms.

5. Your use of the Services

5.1 To access the Services, you or your individual users may be required to provide identification, contact or similar details as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to 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; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, Facebook, Twitter and other social media platform rules).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Socialbakers, unless you have been specifically allowed to do so in a separate written 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. The Services can be used by you only for your own internal business purposes or, if you are an agency providing data analytics, marketing or similar services to your clients, you may use the Services solely for the benefit of your clients explicitly listed in the Binding Order. You may not use the Services for the benefit of any third parties not explicitly listed in the Binding Order. You acknowledge that use of the Services in breach of this Section 5.5 will be considered a material breach of these Terms, with all consequences resulting therefrom.

5.6 You agree that you will not engage in any activity that may amount to the misuse of our Services or that seeks to circumvent the Services’ terms. For example, if 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 has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which 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, “Sign in with Twitter”, and other authentication methods for authorization of users. If your Facebook account, Twitter account, or any other account used for registration and/or signing in the Services is deleted or non- functional you may no longer be able to access the Services.

7. Privacy and personal data

7.1 We are serious about privacy of all individuals who use our Services or whose personal data we process.

7.2 We collect personal data when you (your users) register an account with us, complete a web application form, login to the Services (via username or by using a social network login), or otherwise interact with us. We process user personal data to provide and administer the Service and communicate with you, to provide a better user experience, inform you of new Services or Service features, and, in limited circumstance, to protect the Services and our rights. Our Services consist in social media monitoring, analytics and management, which means we analyse social media content, including profiles of social media users, statistics, metrics and other information that we receive from social media platforms via these platforms’ APIs. The type and scope of data obtained from social media platforms depends on the type of the APIs and permissions granted by the respective platforms, and on the administrative permissions you grant to us to your social media pages or properties, where applicable. We process personal data primarily as a data controller. We may also process personal data as a data processor to the extent when (A) you are a data controller with respect to personal data specified in Annex 1, and (B) you instruct us to process such personal data on your behalf within the Services. In such case, the data processing agreement in Annex 1 shall regulate the processing of such personal data. The nature and extent of processing, the type of personal data processed, the purposes and legal basis on which we process personal data, as well as the organisational and technical measures that we implemented to ensure the security of processing, are described in detail in our Privacy Policy available at www.socialbakers.com/privacy-policy, which applies to the processing of personal data within or in connection with our provision of Services to you and sets out our commitment to protecting personal data and privacy of individuals.

7.3 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.

7.4 Data collected from you or your individual users may be transferred to, and stored and processed in, the United States or any other country outside the EEA in which Socialbakers or its affiliates, or Socialbakers’ subcontractors, suppliers or vendors maintain facilities, subject to Socialbakers implementing such appropriate legal mechanisms as required by EU law to ensure an adequate level of personal data protection by the third-party processors, such as the controller-to-processor Standard Contractual Clauses approved by the European Commission (2010/87/EU) or Privacy Shield approved by European Decision (2016/1250) for data transfers from the EU to the USA and/or other third countries.

7.5 You agree that Socialbakers may use aggregated and anonymised data derived from the data provided by you or collected by the program analytics such as user behaviour and activities for its own statistics, for auditing, for the purposes of product and market research and analytics (which help Socialbakers to optimise and improve its Services and their usability, the range of Services, and to develop new technologies, products and services), and for benchmarks and other analyses. Socialbakers may publish such anonymised data and share them with third parties outside of Socialbakers; however, 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 limitation, data files, written text, computer software, music, audio files or other sounds, photographs, and videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.

8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to 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 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

8.4 You agree that you are solely responsible for (and that Socialbakers has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which 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 may not use the Services to intentionally transmit or make public infringing, libelous, or otherwise unlawful or tortious Content or to store, transmit or make public any Content in violation of third party’s intellectual property or similar rights. You shall indemnify and hold 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 any other distinctive brand features. For the avoidance of doubt, if any reports or similar outputs from the Services (hereinafter “Reports”) generated by you through the use of the Service include Socialbakers’ trade name, trademark, service mark, logo, domain name or other distinctive Socialbakers’ brand features, their use in connection with that Report is permitted and Section 9.4 below shall apply.

9.3 Other than the limited license set forth in Section 11, 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 has no obligation to do so on your behalf.

9.4 You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and 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. The claims against Socialbakers based on this Section 9.6 can be brought within one (1) year from the expiry or termination of your relationship with Socialbakers.

10. Licence from Socialbakers

10.1 Socialbakers gives you a worldwide, royalty-free, non-assignable and non-exclusive right and licence to access and use the Services through the Software, on a subscription basis, for the term and in the scope stipulated in your Binding Order or a similar document incorporating the Terms. Further, Socialbakers gives you a worldwide, royalty-free, perpetual and non-exclusive right and licence to access and use, reproduce, display, distribute, and create derivative works of, Reports that you generate through your use of the Services. The licence granted in this Section 10.1 is for the sole purpose of enabling you (users within your organization, as designated on your Binding 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 (in particular Section 5) and the Binding Order. You may not use the Services for the benefit of any third parties unless they are explicitly listed in the relevant Binding Order; if you are an agency, this means you are only permitted to use the Services for the benefit of the specific customers approved by Socialbakers in writing in the Binding Order or a similar document incorporating the Terms. You acknowledge that this is a SaaS agreement and that (i) the Software is not sold, and (ii) we will not be delivering copies of the Software to you as part of the Services.

10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software underlying the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Socialbakers in writing. You may not access and/or use the Service and the underlying Software in order to build a similar or competitive product. You further may not (and you may not permit anyone else to) attempt to gain unauthorized access to the Services, its particular features or third-party content created by or for another Socialbakers’ customer, interfere with or disrupt the integrity or performance of the Services or third-party content contained therein or perform penetration test, denial of service simulation or automated vulnerability scan of the Services.

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

10.4 You acknowledge that any breach of Section 10 by you or your users shall constitute a material breach of the Terms, with all consequences arising therefrom.

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 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 or your end customers or users.

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 Binding 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 During the agreement term stipulated in your Binding Order, each party may only terminate the Terms for reasons stipulated in Section 12.3.

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 and failed to cure the breach (where such breach is capable of being cured) within a reasonable cure period provided by the other party, or has 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 (C) the partner with whom Socialbakers offered the Services to you, or whom Socialbakers uses or whose cooperation Socialbakers needs in order to offer the Services to you (such as the social media platforms), has terminated its relationship with Socialbakers or ceased to offer its APIs, data, programs, application or services that are essential for the Services; or (D) Socialbakers is transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Services; or (E) the provision of the Services to you by Socialbakers is, in Socialbakers' opinion, no longer commercially viable. For the purposes of the Terms, your failure to make timely payments under the Terms and/or your Binding Order will be considered a material breach of the Terms if the due amount remains unpaid (fully or partially) more than 90 days after the payment due date. 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 (C), (D) or (E) above, you shall not be required to make any payments for Services beyond the date of when you terminated the agreement or when 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) and/or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

12.6 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 users in accordance with the Payment Terms.

13. Exclusion of Warranties

13.1 The Services are provided “as is” and Socialbakers, its subsidiaries and affiliates, and its licensors give you no warranty with respect to them. Services features that interoperate with social media networks depend on the continuing availability of those social media network’s APIs, data, application, programs and services for use with the Service. If any social media network ceases to make its APIs, data, application, programs or services available on reasonable terms for the Service, Socialbakers may cease providing such Service features upon reasonable prior written notice to you pursuant to Section 12.3 (C). Socialbakers is not liable or responsible for the quality, accuracy or truthfulness of services or information obtained from social media networks and used within the Services or for interruption of access to such information caused by downtime or unavailability of the social media networks. Social media network content is not created or edited by Socialbakers. Socialbakers expressly disclaims and has no responsibility or liability for any social media network content that may be collected, received or created by you or your users in use of the Service.

13.2 In particular, Socialbakers, its 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; (C) any information obtained by you as a result of your use of the Services will be accurate or reliable; and (D) that defects in the operation or functionality of any Software used to provide the Services will be corrected.

13.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.

13.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.

14. Limitation of liability

14.1 Nothing in 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 Section 14.1 above, Socialbakers, its subsidiaries and affiliates, and its licensors shall not be liable to you for any indirect or consequential losses which may be incurred by you. Indirect and consequential losses shall include (A) any loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, or any loss of data suffered by you; (B) loss or damage which may be incurred by you as a result of (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services; (ii) any changes which 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 is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources. In addition, you acknowledge and agree that Socialbakers is not liable for any damage which may be incurred by you as a result of any reliance you may have placed on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such web sites or resources.

17. Changes to the Terms

17.1 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 Binding Order (or this agreement, if applicable). Equally, where applicable, “you” means the individual that is using the Services, or who is registered with Socialbakers.

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, Twitter or YouTube while using the Services, you must comply with the applicable Facebook (https://www.facebook.com/terms.php), Twitter (https://twitter.com/en/tos), YouTube (https://www.youtube.com/t/terms) or Google (https://www.google.com/intl/en/policies/privacy/) rules in versions effective as of the date of use of such services.

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 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 (A) for payment orders (or otherwise enforce payment for Services provided under the Terms) in the jurisdiction in which you have your registered seat or principal place of business, and (B) for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Annex 1 – Data processing agreement

Preamble

This Annex 1 – Data processing agreement shall only apply if Socialbakers provides to you Services or Services’ features within which we only have access to certain personal data because you give us your permission, authorization, token or other mechanism that allows us to access, collect or otherwise process such data, and thereby instruct us to process such personal data on your behalf; for example:

  • Customer care feature of our Service “Community” which involves the access by Socialbakers to, and storing and management of, communication between you and your end-customers affected via your social network pages (e.g. Facebook messages); or
  • Any other similar Services or Services’ features that you may activate and that would require Socialbakers to access and process any personal data associated with your social network profile, page or account which we cannot access directly from social networks (via API) without your permission and with respect to which you are the data controller; or
  • Any other personal data that you entrust to us for processing on your behalf, by written instruction, where such processing is necessary for us to provide you our Services.

As a data controller with respect to any personal data that you instruct us to process in the context of the Services, you are responsible for the lawfulness of such processing, including the requisite legal titles (consents or other, as may be applicable) for processing. Socialbakers is not liable for any misprocessing of data that could occur by your provision of the data to Socialbakers or your instruction to Socialbakers to process such data on your behalf.

This Annex 1 – data processing agreement does not apply in situations where we collect and process personal data as data controllers (see our Privacy Policy for further details).

1. Definitions

DPA” means the data processing agreement included in this Annex 1;

Services” 1.1 means, for the purpose of this Annex 1, all Services Socialbakers provides to you under the Terms as your data processor, as specified in the Preamble of this DPA;

Terms” means the Terms to which this Annex 1 is appended to.

2. Object / Scope of the processing

The object/scope of this DPA is the processing of personal data in connection with the provision of the Services specified in this DPA.

3. Duration

The duration of this DPA shall correspond to the term of your Services subscription.

4. Specification of Processing (nature, purpose, type of personal data and categories of data subjects)

4.1 The nature and purpose of the intended processing are defined in the Terms and correspond to the provision of the Services defined in this DPA.

4.2 Each and every transfer of personal data beyond the EU / EEA shall only take place if the specific conditions as laid down in Art. 44 et seq. GDPR have been fulfilled. When transferring personal data to a country outside of the EU/EEA, we ensure that our sub-processors are bound by the standard contractual clauses or, in case of US companies, are certified under the Privacy Shield.

4.3 The types of personal data processed under this DPA and categories of data subjects are specified in the Terms and in the Privacy Policy referenced in Section 7 of the Terms. The scope of personal data is determined and controlled by you in your sole discretion, and may include, without limitation:

  • Any personal data that your end-customers (or any other data subjects, as may be applicable) decide to submit to you via your social media pages, using direct messages (e.g. Facebook messages), which will be administered by Socialbakers as a data processor within the customer care feature of Socialbakers’ Service “Community” (or other Service features, as may be applicable). Such personal data may include, without limitation, data subjects’ contact information (such as name, address, company, email, telephone), identification data (date of birth, birth number), and other information relating to the data subjects’ activities; and
  • Information about data subjects’ behaviour on Socialbakers’ platform and/or on social media.

The exact scope of personal data processed will always depend on the specific Service you use.

5. Technical and Organizational Measures

5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we are obliged to implement appropriate technical and organizational measures in such a manner that the processing of personal data will meet the requirements of applicable data protection law, in particular the GDPR and this DPA.

5.2 We have implemented technical and organisational measures as specified in the Security Policies and Practices available at: https://www.socialbakers.com/security. You hereby acknowledge and agree that these measures are appropriate and sufficient to conform to the GDPR. Further, Socialbakers has implemented information security management in accordance with the requirements of information security standard ISO 27001.

6. Rectification, restriction, access and erasure of data

6.1 We will only erase or block personal data upon instruction issued by you. In case of requests regarding the rectification, restriction or the erasure directly addressed to us by a data subject, we will inform you about such request without undue delay.

6.2 Where appropriate we will assist and support you in fulfilment of your obligations under the GDPR to respond to requests for exercising the data subject’s right, in patricular the ‘right to be forgotten’, rectification, restriction, data portability and access rights.

6.3 You hereby agree that Socialbakers shall not be liable if you do not take action on the data subject’s request, or if you do not respond correctly or in a timely manner.

7. Our obligations

7.1 We undertake to:

  • Process the personal data within the Services specified in this DPA only on documented instructions from your unless processing is required by applicable laws to which we are subject to, in which case we shall, to the extent permitted by applicable laws, inform you of that legal requirement before the relevant processing of that personal data;
  • Inform you if we consider that an instruction violates data protection laws or regulations. We shall then be entitled to suspend the execution of the relevant instructions;
  • Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  • Taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject's rights;
  • Assist you in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to us;
  • At your choice, delete or return all the personal data to you after the end of the provision of Services relating to processing, and delete existing copies unless applicable law requires storage of the personal data;
  • Make available to you information necessary to demonstrate our compliance with the obligations laid down in this DPA.

8. Sub-processing

8.1 We shall engage another processor (i. e. a sub-processor) only in accordance with this DPA. The mechanism hereby stipulated shall be considered a general written authorisation from you pursuant to Article 28 par. 2 of the GDPR.

8.2 If we engage another processor for carrying out specific processing activities on your behalf, the same obligations as set out in this DPA shall be imposed on that other processor by way of a written contract.

8.3 The sub-processors currently engaged by us and hereby authorized by you are listed in the Privacy Policy. We will inform you of any intended changes concerning the addition or replacement of other processors, including full details of the processing to be undertaken by the new processor(s), giving you the opportunity to object to such changes.

8.4 If you have a reasonable basis to object to our use of another new processor, you shall notify us promptly in writing within 5 days after being notified. For the avoidance of doubt, you hereby agree that if you are not able to show evidence that the new processor provides an unacceptable risk to the protection of personal data (e.g., the other processor has a history of security breaches) or is your direct competitor, it would be unreasonable for you to object if the other processor has passed our vendor security evaluation.

8.5 Notwithstanding the foregoing, if you object to the engagement of another processor and your objection is not unreasonable, the parties will come together in good faith to discuss an appropriate solution. We may in particular choose not use the intended processor, or engage the processor only after we take the corrective steps and / or measures requested by you.

9. Audit rights

9.1 Upon reasonable advance notice of at least 90 days and in order to ensure and review compliance with the technical and organizational security measures and the obligations laid down in this DPA, we shall permit you to conduct periodic audits or to have them carried out by an auditor mandated by you. We shall, at your written request and within a reasonable period of time, submit to you any and all information, documentation and other factual evidence necessary for the audit. The audit result shall be documented appropriately.

9.2 Audits shall be conducted during reasonable times, shall be of reasonable duration, and shall not unreasonably interfere with our day-to-day operations. In the event that you conduct an audit through a third party independent contractor, such independent contractor shall be required to enter into a non-disclosure agreement. Additionally, such independent contractor must not be our direct or indirect competitor, nor a person who can reasonably be considered by us unfit (from professional, experience and historic reasons) to perform such audit.

10. Miscellaneous

10.1 Unless otherwise stipulated herein, the provisions of the Terms shall apply, including any exclusions and limitation of warranties and liabilities provided therein. Provisions in this DPA shall have precedence over any provisions of the Terms relating to the processing of personal data by Socialbakers in the position of a data processor, if any.

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