Terms and Conditions
These terms Terms and Conditions (the “Agreement”) stipulate the conditions on which Sociaro Limited, a legal entity registered and operating under the laws of the Republic of Cyprus, having its registered office at the Themistokli Dervi, 6, Flat/Office D4, 1066, Nicosia, Cyprus (“Soсiaro”) renders services via the Platform (as defined hereunder) to the customers (the “Customer”). The Agreement also governs the Party’s obligations with respect to the security and processing of personal data. Terms relating to the processing of personal data are incorporated into the Agreement and attached as Addendum I. The Customer acknowledges that the Customer may be subject to additional terms and conditions that may apply when using third-party services, content, software or other items in the course of using the Sociaro’s services available on the Platform.
The Services and Consulting (as defined hereunder) provided by Sociaro are not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business, or profession).
By clicking the [“Accept”] button, the Customer shall be deemed as having fully understood and accepted the terms stipulated herein and agreed to be legally bound by the Agreement. Otherwise, the Customer may not use the Platform and the Services.
Sociaro and the Customer are hereinafter jointly referred to as the “Parties” or, individually, as the “Party”.
The Customer agrees to the following terms and conditions, which set forth the rights, duties, and obligations of the Parties.
Terms and Definitions
- For the purpose of the Agreement the following terms shall have the following meanings.
- “API” means the application programming interface of the Mobile Apps or external services connected with the Mobile Apps (i.e., End Users’ activity trackers) made available by the Customer to Sociaro for the purpose of rendering the Services and getting access to the Platform and its functionality;
- “Account” means the Customer’s account on the Platform enabling the Customer to access and use the Platform and its functionalities;
- “Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of the disclosing Party (hereinafter, "Disclosing Party") to the receiving Party (hereinafter, "Receiving Party") in writing, orally, through visual means, or by the Receiving Party's evaluation, observation, analysis, inspection or other studies of such information, data or knowledge, which is now or at any time after the Effective Date of this Agreement, owned or controlled by the Disclosing Party. Confidential Information shall include i) the Customer Data; ii) the Fee due for the Services and any applied discount, and, iii) the trade secrets, discoveries, know-how, designs, specifications, drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, object or machine codes, source codes, computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information, and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, including, for the avoidance of doubt, information concerning the Parties’ clients, which is of a confidential nature; iv) all the information under points iii) concerning or related to the Group of the Disclosing Party;
- “Consulting” means subsequent consulting services relevant to the use of the Platform, machine-learning, data analytics, mobile marketing and attribution and etc. The Parties may agree on the scope and conditions for such services via Orders and indicate such conditions in invoices;
- “CustomerData” means allinformation, content, data, works, and materials: uploaded / transmitted to or stored on the Platform by the Customer or according to instructions of the Customer; supplied by the Customer to Sociaro for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Platform by the Customer including attribution and analysis reports of Mobile Apps users data generated through the Service,and all other information, content or materials made available to Sociaro by the Customer for purposes of or in connection with the Services;
- “End User(s)” means any individuals who have interacted with the Mobile Apps;
- “End User Data” means such data concerning the characteristics and activities of End Users, such as technical information about End User devices (e.g., type, model, OS, language), technical identifiers (e.g., advertising ID’s, IP address, device ID’s), and engagement information (e.g., advertisements clicked and viewed, in-app events and purchases and other information concerning End Users which is necessary for the proper provision of Services by Sociaro;
- “Effective Date” means the date Customer first accesses the Platform;
- “Fees” means the fees to be paid to Sociaro by the Customer for the Services / Consulting provided in accordance with the terms of this Agreement;
- “Force Majeure Event” means events which is beyond the Party's control and which the Party should not have considered when entering into the agreement and should not have avoided or overcome;
- “Group” means in relation to each Party, means that Party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time;
- “Mobile App(s)” means the Customer’s mobile applications with regard to which the Customer demands access to the Platform’s functionalities;
- “Order” means a Customer’s order for the Services under the terms of this Agreement specifying the Subscription Package, Subscription Term, purchase features and other details and conditions regarding the Services. Such Order may be communicated by the Customer to Sociaro in any form and by any means, and its essential terms shall be indicated in the relevant invoice;
- “Platform” means Sociaro mobile marketing platform available on the Web at https://ui.sociaro.ai, used by Sociaro to provide the Services, including software, content, site design, texts, graphics, interfaces, database, and other elements comprising it as well as electronic information systems comprising any one or more of hardware, equipment, software, peripherals, and communications networks owned, controlled, operated by Sociaro;
- “Registration Information” means the information provided by the Customer in course of registration of its Account;
- “Services” means activation and provision of the access to the certain functionalities of the Platform, which allow to perform digital mobile marketing and other related features to the extent specified in the relevant Subscription Package indicated in the Order and invoice;
- “Software” means Sociaro software used in the Platform including its updates and upgrades;
- “Subscription Package” means the specific functionalities of the Platform to which the Customer intents to get access, and their features, all as further described in the Order. The description of the available Subscription Packages is provided via Sociaro’ website and the User Interface at https://sociaro.ai/pricing. The Parties may also agree the above conditions in the form of addendum to this Agreement;
- “Subscription Term” means the period of access to the functionality of the Platform in accordance with the Subscription Package set by the Order and invoice;
- “Taxes” means any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of services;
- “User Interface” means the Platform’s interface designed to allow the Customer to access and use the Services.
- The following interpretation rules apply in the Agreement:
- the captions and sections and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement;
- any phrase introduced by the words including, “includes”, “in particular” or “for example” or similar shall be construed as illustrative and shall not limit the generality of the related wording;
- references to “Laws” are to any provision of any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, instrument, by-law, or any other law of, or having effect in, any jurisdiction, as amended, re-enacted, consolidated or replaced, or as their application is modified by other Laws from time to time, and whether before or after the date of this Agreement;
- the terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa and the one shall include the other.
- The subject matter of this Agreement is the Services and Consulting. Sociaro shall provide the Services and Consulting and the Customer shall accept them and pay the Fees for the Services and Consulting in accordance with the Orders.
- The Subscription Package chosen, Fees for its activation, period of access to the functionalities of the Platform to be activated comprising the scope of the Services, as well as other applicable conditions specifying the Services shall be indicated in the Orders and reflected in the invoices.
- A description and scope of the Consulting, including all essential terms and applicable conditions specifying the Consulting shall be indicated by the Customer in the Orders and reflected in the invoices.
Ordering and provisioning of the service and consulting
- The scope of the Services covers activation and provision of the access to certain functionality of the Platform in accordance with the Subscription Package indicated by the Customer in the Order and reflected in the invoice. Sociaro shall provide the Customer with the access to the functionalities of the Platform by means of the User Interface in accordance with Subscription Package as set forth in the Order for the Subscription Period pursuant to the terms of the Agreement solely for Customer's internal business operations and purposes.
- The Customer can order the Services by contacting Sociaro in any form and communicated by any way.
- To use the Platform the Customer shall register the Account and provide the necessary Registration Information. Sociaro shall commence the Services (activate the Subscription Package ordered by the Customer) within 5 days when the Fees due for the Services is credited to the Sociaro bank account. The day the access to the mentioned functionality of the Platform is provided by Sociaro is a commencement date of the corresponding Subscription Term.
- Once access to such functionality is provided, the Services under the corresponding Order shall be deemed as provided in full.
- Any Registration Information and other information provided by the Customer must be current, complete and accurate. The Customer is obliged to promptly inform Sociaro about any changes to this information and/or to update altered information in its Account. In the event of a culpable breach of this obligation, Sociaro is entitled to suspend the access to the Platform upon giving prior notice on the e-mail indicated in the Account.
- Failure to use the functionality of the Platform by the Customer, including due to technical failures on the Customer's side is not a failure to provide the Services by Sociaro.
- The Customer acknowledges that in order to use the Platform it will be required to follow instructions available on the Platform depending on the Subscription Package ordered, e.g., it may be necessary for the Customer to provide the names of the Mobile Apps and link to them, their API keys and other information; integrate the third-party user activity trackers to the Mobile Apps, etc. The Customers is fully responsible for compliance with the Sociaro instructions available in the User Interface (or communicated in any form directly to the Customer or its representatives) with regard to the use of the Platform’s functionality.
- The Customer acknowledges that its access to the Platform will be web-based only. The Platform or any part thereof will not be provided to the Customer in any form of media and will not be installed on any servers or other computer equipment owned or otherwise controlled by the Customer. Instead, the Platform will be hosted by Sociaro and accessed and used by the Customer through the use of the Internet and the Customer's computer equipment.
- The Customer may from time-to-time order various Consulting services. All essential terms and applicable conditions regarding the Consulting required shall be communicated by the Customer in the relevant Order and then reflected in the invoice. The Parties may also agree on the scope of the Consulting in the form of addendum to this Agreement or separate agreement.
- Sociaro retains the right to refuse the Order placed by the Customer without any reasonor explanation and cannot be held responsible for such a refusal. In this case, Sociaro undertakes to immediately notify the Customer about the refusal by e-mail sent to the Customer’s e-mail address indicated in the Account and notification in the Account made through User Interface.
Fees and billing
- As consideration for the Services / the Consulting, and all connected obligations of Sociaro hereunder, the Customer shall pay Sociaro the Fees.
- The Fees for the Services is calculated based on the rates provided via Sociaro’ website and the User Interface at: https://sociaro.ai/pricing. The Parties may also agree on pricing in a form of an addendum to this Agreement. The Customer agrees that Sociaro may modify the pricing of its Services at any time and add new services or pricing plans for additional Fees, or amend the Fees for existing services, at any time and in its sole discretion without prior notice to Customer. Upon written notice, Sociaro may increase the Fees of the Services ordered by the Customer in a forthcoming term of the Subscription Term.
- The Subscription Fee is considered as a provision of the functionalities of the Platform with regard to the 1 (one) Mobile App. Whether the Customer is intended to extend the Service to more Mobile Apps than specified in the current Order and invoice, the Customer shall place new Order(s) for such Mobile Apps.
- The Services are billed in advance of activating the respective Subscription Packages.
- Sociaro provides the Customer with the invoice via e-mail in 10 days prior to the starting date of the relevant Subscription Term.
- The Customer shall pay the Fees for the whole Subscription Term in advance within 20 (twenty) days of receipt of the invoice but not later than 10 (ten) days from starting date of the relevant Subscription Term.
- Whether the Customer fails to pay the Fees within the above due terms, Sociaro has the right to suspend provision of the access to the Platform. and holds no liability / provides no warranty for the functionality of the Platform provided within the first 10 (ten) days of the relevant Subscription Term. With that, if the Customer has no ability to pay the Fees in time due to the external reasons not depending on the Customer (e.g., due to the banking failures), the Customer shall notify Sociaro on such reasons via email@example.com.
- If the Customer upgrades to a new Subscription Package during the Subscription Term, the Customer shall be required to pay the difference between the prepayment of the current Subscription Package and the prepayment of the upgraded Subscription Package within 5 (five) calendar days of the receipt of the respective invoice.
- The Customer shall pay all undisputed invoices issued by Sociaro under the Agreement. Any complaints relating to an invoice must be submitted to Sociaro in writing or by email within 5 (five) calendar days upon receipt of the invoice and in any case not later than 5 (five) days prior to starting date of the next Subscription Term.
- All Fees due to Sociaro under the Agreement are quoted exclusive of the Taxes, banking and other transaction commissions applicable at the timein accordance with the relevant regulations in force unless explicitly stated otherwise.
- The Customer shall be deemed to have fulfilled its obligation to pay the Fee when the amount due is credited to Sociaro bank account.
Customers rights and obligations
- The Customer is entitled to use the Platform only for analysis and optimization of the advertising campaigns and user activities on the Internet to the extent set by the Agreement and Order.
- The Customer shall use the Platform only in compliance with all applicable Laws, including any applicable data protection and privacy, intellectual property laws, and the terms of this Agreement.
- The Customer agrees to keep the Registration Information, passwords and login data confidential and to inform Sociaro immediately as soon as the Customer becomes aware of unauthorized third parties gaining access to these passwords. Any activity within the Account shall be the sole responsibility of the Customer.
- For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code, and source code) of the Platform.
- The Customer shall not
- use the Platform or any part thereof in any manner that violates any applicable Laws; in any way that is unlawful, illegal, fraudulent, or harmful; or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;
- use the Platform in any way that causes or may cause damage to the Platform or impairment of the availability or accessibility of the Platform; in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the Services provided by Sociaro to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer
- circumvent or remove any security measures within the Platform; perform or disclose any of the following security testing of the Platformor any part thereof without Sociaro prior written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;
- copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise create derivative works from the Platform or any part thereof(the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs) or binary-code part of the Platform, or otherwise attempt to discover its underlying code, structure, implementation or algorithms;
- make the Platform available to any third parties; license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Platformor any part thereof available, to any third party, other than as expressly permitted hereunder.
- The Customer is not entitled to perform or attempt to perform or cause or permit others to any of the following in connection with the Platform:
- performing or disclosing any benchmark or performance tests of the Platform, without Sociaro prior written consent;
- breaching the security of the Platform, identifying, probing, or scanning any security vulnerabilities in the Platform;
- accessing data on the Platform not intended for the Customer;
- interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Platform;
- working around any technical limitations in the Platform;
- using any tool to enable features or functionalities that are otherwise disabled, inaccessible, or undocumented in the Platform.
- If the Provider has reasonable evidence of possible serious risks to the System or Services provoked by the Customer Data, or fraudulent or illegal activities of the Customer, Sociaro is entitled to
- immediately suspend or terminate the Customer’s access to the Services and
- to remove the relevant Customer Data.
If the circumstances in points a) and b) are proven to be false, the Customer shall be indemnified for the damages suffered for the immediate suspension of the Services.
- The Customer shall co-operate with Sociaro to such extent as is reasonably practicable and necessary to enable Sociaro to provide the Services and the Consulting hereunder. The Customer as well shall notify Sociaro on receipt of any third-party requests and complaints, including requests of the authorities / officials, with respect to use of the Platform by the Customer, and co-operate with Sociaro in such cases, i.e., provide any reasonable expected assistance required to mitigate any concern of such third parties, unless such notification and assistance is forbidden by applicable law.
- In order to protect the Customer and its Customer Data from cases whether the Customer is not able to pay the Fees in time, Sociaro provides storage of the Customer Data for 60 (sixty) days since the due payment date for the last Subscription Term. After the above term, unless explicitly agreed by the Parties otherwise, the Customer Data shall be deleted from the Platform and its premises.
Maintance and repair
- The Services shall be available at least 95% of the annual mean.
- Sociaro may from time to time suspend the Platform for the purposes of scheduled maintenance to the Platform. Sociaro shall inform the Customer on the suspension planned 7 daysprior to the maintenance date. Sociaro shall notify the Customer prior written notice of scheduled maintenance that will or is likely to affect the availability of the Services or have a material negative impact upon the Services.The Sociaro shall, in its notice, inform the Customer of the timing, the duration, and the reasons for the proposed suspension.
- In case of unforeseen events, Sociaro is entitled to suspend the Platform for maintenance or repair purposes if this is necessary to ensure the proper operation of the Platform without prior notifying the Customer.
- The Customer shall be entitled to request in writing a postponement of the suspension by providing a corresponding notice to Sociaro via e-mail. Without limitations, Sociaro may reject the postponement.
Intellectual property rights
- Sociaro grants the Customer the non-exclusive right to access and use the Platform in accordance with the Order. Sociaro reserves all rights not granted hereunder.
- The Parties acknowledge that all intellectual property rights belonging to a Party prior to the execution of this Agreement or created by the Parties regardless of the execution of this Agreement shall remain vested in that Party.
- Sociaro shall own, or shall have the legitimate right of disposal, in all intellectual property rights in the Platform and nothing in this Agreement shall operate so as to transfer or assign any such intellectual property rights in the Platform to the Customer.
- The Customer shall own all intellectual property rights in the Customer Data and nothing in this Agreement shall operate so as to transfer or assign any such intellectual property rights in such Customer Data to Sociaro, save for Clause 7.5 hereof.
- The Customer represents and warrants that it owns / has all appropriate rights and / or licenses to the Mobile Apps.
- The Customer hereby grants Sociaro with a non-exclusive, worldwide, royalty-free, non-transferable, and non-sublicensable right to use the APIs and Customer Data within the term of the Agreement solely and to the extent necessary to provide the Services, to the extent such access is required, without prejudice to the intellectual property rights of the Customer or any third party with respect to such APIs and Customer Data.
- The Customer shall not take any action to jeopardise, limit or interfere in any manner with Sociaro rights regarding the Platform.
- The Customer shall indemnify and hold Sociaro harmless from any and all third-party claims associated with the Customer’s use of the Platform contradicting the terms hereof.
- Sociaro is entitled to refer to the collaboration with the Customer and to depict the Customer’s company name, logo, or applicable trademarks, at any time, for promotional marketing materials self-promotional purposes.
- The Platform do not, to the best of Sociaro knowledge, infringe the intellectual property rights of any third party.
- Sociaro may conduct the Platform’s service analysis by
- compiling statistical and other information related to the performance, operation, and use of the Services, and
- using data from the Platform in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes.
Sociaro may make the results of the service analyses publicly available given that such results:
- are in a form that could not serve to identify the Customer or any individual
- do not contain Customer Data (including Confidential Information) or any personal data.
Sociaro retains all intellectual property rights in the results of the service analyses.
- During the Term, Confidential Information of the Disclosing Party may be learnt,developed, or otherwise acquired by Receiving Party.
- The Receiving Party will treat and keep all Confidential Information of the Disclosing Party as secret and confidential and will not, without the Disclosing Party’s written consent, directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of this Agreement.
- The above clause hereof shall not apply to the extent that the Receiving Party needs to disclose the Confidential Information of the Disclosing Party in order to fulfil its obligations, exercise its rights under this Agreement or to receive the benefit of the Services, provided always that the Receiving Party shall ensure that every person to whom disclosure is made pursuant to this section uses such Confidential Information solely for such purposes, and complies with this section to the same extent as if it were a party to this Agreement.
- The above clause 8.2 shall not apply to any Confidential Information to the extent that:
- such Confidential Information is in the public domain at the Effective Date, or at a later date comes into the public domain, where such Confidential Information has come into the public domain other than as a result of a breach of this Agreement;
- the Receiving Party can demonstrate that such Confidential Information was known to it before receipt pursuant to this Agreement, and had not previously been obtained or otherwise learnt under an obligation of confidence;
- the Receiving Party obtains or has available to it, such Confidential Information from a source other than the Disclosing Party without breaching any obligation of confidence;
- such Confidential Information is required by applicable Law, or any competent regulatory authority to be disclosed by the Receiving Party provided that the Receiving Party shall, where not prohibited, give to the Disclosing Party prompt notice of such request and the opportunity to oppose such disclosure or obtain a protective order at its request;
- the Receiving Party can show such Confidential Information was independently developed or created by or on behalf of itself or any member of its Group otherwise than in connection with this Agreement, without the aid of any personnel who have or have had access to the Disclosing Party’s Confidential Information; or
- the information which the Disclosing Party confirms in writing is not required to be treated as Confidential Information.
- If the Customer is the Receiving Party, it agrees to implement and maintain to the Disclosing Party’s reasonable satisfaction all reasonable security measures to safeguard the Disclosing Party’s Confidential Information from unauthorised access, use, or disclosure and to ensure proper and secure storage of all Confidential Information and any copies thereof. Such measures shall be at least the same standard, whichever is the higher, as:
- the Receiving Party keeps its own Confidential Information; or
- the standard reasonably accepted as in line with the practices practiced in the same market.
- The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement.
- Upon the termination or expiration of this Agreement or otherwise at the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all documents or materials in its control, custody, or possession which contain, reflect, incorporate or are based on the Disclosing Party’s Confidential Information and not retain any copies, extracts or other reproductions thereof or shall at the request of the Disclosing Party destroy all of the Disclosing Party’s Confidential Information (erasing all Confidential Information from its computer systems or which is stored electronically) and certify in writing to the Disclosing Party that it has complied with the requirements of this section hereof.
- Sociaro must ensure that the persons being authorised to access the Customer's Confidential Information has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Sociaro under this Agreement.
- The obligations laid down in this section hereof shall remain the responsibility of each of the Parties, even after the termination or expiration of the Agreement on any ground, for the period of 5 (five) years following the mentioned termination or expiration. With reference to any Confidential Information expressly identified as a trade secret, the confidentiality obligations shall extend indefinitely until a time when such information ceases to be a trade secret.
Liability, warranty and disclaimer of warranties
- Sociaro and the Customer shall be liable for the failure to execute their obligations stated in the Agreement and each Party shall compensate the other Party for the losses caused by the non-performance of such obligations.
- Sociaro shall be responsible that the Platform corresponds to its intended use. Sociaro does not assume any liability for any damages resulting from a usage other than the intended use. The same applies to any damages resulting from a usage that is not in accordance with instructions and recommendations or any other unauthorized usage provided by Sociaro.Sociaro does not assume any liability for any disturbances, limitations, interruptions, or disruptions of the Platform which are caused by circumstances beyond Sociaro area of responsibility.
- Each Party represents and warrants that:
- it is duly organised under applicable Laws and has sufficient authority to enter into this Agreement
- the execution and performance under this Agreement do not conflict with any contractual obligations such Party has to any third Party.
- The Platform may enable the Customer to link to, transmit Customer Data to, or otherwise access, other websites, content, products, services, and information of third parties. Sociaro does not control and is not responsible for such websites or any such content, products, services, and information accessible from or provided through the Services, and the Customer bear all risks associated with access to and use of such websites and third-party content, products, services, and information.
- Sociaro makes no representation, or warranty of any kind, whether express, implied or statutory (either in fact or by operation of law), with respect to the Services rendered under this Agreement and the Platform’s features, including, without limitation, all warranties of merchantability or fitness for a particular purpose. Sociaro does not warrant that the Services rendered hereunder and the Platform’s features will be error-free, and hereby disclaims any and all liability on account thereof. There is also no implied warranty of non-infringement.
- Sociaro shall not be liable and/or responsible for any acts or omissions of billing providers involved in the billing process regarding the payment of the Services.
- If any provision of this Agreement shall be unlawful, void, or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent allowed by applicable Laws.
Use of sub-contractors
- Sociaro is entitled to use sub-contractors for the provision of the Services in order to fulfill its obligations imposed by the Agreement.
- At the Customer's request, Sociaro must disclose the identity of the sub-contractors used in connection with the delivery of the Services.
- Subject to the above, Sociaro shall:
- remain the Customer’s sole point of contact regarding the Services hereunder, including with respect to payment of the Fees;
- not, by virtue of entering into any subcontract, be relieved of its liability to the Customer for breach of its obligations under or in connection with the Agreement or otherwise arising from any acts or defaults of its agents and/or subcontractors for which it would otherwise have been liable.
- Sociaro is entitled to disclose the Customer Data to sub-contractors to the effect that the sub-contractor becomes the sub-contracting data processor. Sociaro warrants that the sub-contractor is subject to the same contractual obligations as Sociaro and that, in situations where Sociaro or a sub-contractor is the data processor, Sociaro or the sub-contractor will act only in accordance with the instructions of the Customer, which will remain the data controller.
- If a Force Majeure Event occurs which prevents a Party (the "Affected Party") performing any of its obligations hereunder or causes a delay in performance, the Affected Party shall not be liable to the other Party and shall be released from its obligation to fulfil its obligations under this Agreement to the extent that its ability to fulfil such obligations has been directly affected by the Force Majeure Event, provided that:
- the Affected Party notifies the other Party in writing as soon as reasonably practicable of the occurrence of the Force Majeure Event and the nature and likely duration of its impact upon the other Party;
- the Affected Party takes all reasonable steps to mitigate the impact of the ForceMajeure Event on the other Party, and in particular, continues to perform those obligations effected by the Force Majeure Event but whose performance has not been rendered impossible to the highest standard reasonably practicable in the circumstances;
- the Affected Party continues to perform all its obligations which have not been affected by the Force Majeure Event; and
- the Affected Party resumes the normal performance of all affected obligations as soon as the impact of the Force Majeure Event ceases, and notifies the other Party in writing promptly of such resumption.
- If the impact of the Force Majeure Event upon the Affected Party continues for a period of no less than 30 (thirty) calendar days consecutive days the Parties may, without incurring liability, terminate this Agreement either in whole or in part with immediate effect by providing written notice to other Party, without having to file a claim with the competent court to that effect.
- The Parties agree that, if the Affected Party is Sociaro, in respect of the period during which any Force Majeure Event subsists, the Customer shall not be required to pay the Fees relating to those Services which cannot be performed as a result of the Force Majeure Event, and in respect of those Services which are affected by the Force Majeure Event but can be performed, shall be required to pay an amount which reasonably reflects the standard to which those Services were provided during such period.
- Force Majeure Events include, but are not limited to: computer viruses, hacker attacks, and attacks on IT systems from the outside; regulatory, import and export restrictions; general strikes and lockouts or lockdowns; unusual weather conditions, natural disasters, epidemics and pandemics; war and military mobilisation, civil unrest and similar situations as well as terrorist attacks; fire, non-availability of means of transport and currency restrictions.
Personal data processing
- The Parties hereby agree that while granting access to the functionalities of the Platform, Sociaro, acting as a data processor on behalf of the Customer, may process personal data relating to the End Users of the Mobile Apps, by downloading, storing and analysing such data.
- The terms on data processing relationships between the parties are specified in the Addendum I (Addendum on Personal Data Processing on behalf) to the present Agreement.
Term and termination of the agreement
- This Agreement shall come into force upon the Effective Date.This Agreement shall continue until terminated as set forth in this section.
- Either Party may terminate without cause the Agreement (i) upon 15 (fifteen) calendar days written notice to the other Party sent via e-mail prior to the starting date of the next Subscription Term, or (ii) via the Customer’s Account upon 5 (five) calendar days prior to the starting date of the next Subscription Term. Where this Agreement is terminated by the Customer, the Fees paid for the Services shall not, after the commencement of the Subscription Term, be refunded to the Customer.
- Without prejudice to its other rights pursuant to Laws and this Agreement, if a Party is in material breach of one of its obligations hereunder, the other Party will have the right to terminate the Agreement by sending the other Party written notification via e-mail of any such breach, with the express invitation to remedy such breach within 30 (thirty) calendar daysof the date of receipt of the same notice. If such Party fails to remedy the material breach within such term, the Agreement shall be terminated.
- To the extent permitted by the applicable Laws, either Party may by written notice to the other Party immediately terminate this Agreement where the other Party ceases to carry on business, is unable to pay its debts when they fall due, is declared bankrupt, or an order is made or a resolution passed for the winding up of that other Party or the appointment of an administrator, receiver, liquidator or manager of that other Party.
- Any and all provisions of this Agreement which expressly or by their nature are intended to survive the termination of the Agreement, shall remain in full force and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by their nature expire.
- Upon termination of this Agreement for any reason:
- all rights granted to the Customer hereunder shall terminate and Sociaro shall no longer provide the Services and Consulting to the Customer;
- the Customer shall immediately ceaseand cause its users to cease using or accessing the Platform;
- the Customer remain liable for all fees, charges and any other obligations the Customer has incurred through the date of termination with respect to the Services and Consulting.
- The Parties irrevocably and unreservedly agree that this the documents in connection to the Agreement may be executed by way of electronic signatures (in any form, including simple electronic signatures provided by, e.g., DocuSign or similar services) and the Parties agree that such document(s), or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. Such electronic documents shall be deemed by both Parties equivalent to as it would be signed in a paper form by hands of the authorised representatives of the Parties. The words “execution,” “signed,” “signature,” shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based record-keeping system, as the case may be, to the extent and as provided for in any applicable law.
- The Customer is aware that contractual declarations (e.g. confirmation emails as well as other notifications) may be sent via e-mail. They are deemed to have been received when they can be retrieved in the e-mail inbox which was specified by the Customer in the Registration Information.
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (whether contractual or non-contractual, including tort, breach of statute or regulation or otherwise) shall be governed by and construed in accordance with the law of the Republic of Cyprus.This shall apply without prejudice to the mandatory applicable data protection legislation.
- In the event of any dispute or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), including those related to its performance, violation, or invalidity, the Parties shall make every effort to resolve such dispute or claims in negotiations. Should the Parties fail to come to an agreement in negotiations, any such disputes and/or claims shall be referred to and settled by the courts the Republic of Cyprus that have exclusive jurisdiction to settle such disputes and claims.
- Each Party agrees that it shall not engage directly or indirectly, either for itself or with any other person (natural or legal) in any work or undertaking which shall create any legal impediment against its performance of its obligations under this Agreement.
- Either Party shall have the right to assign any or all of its rights and obligations under the Agreement in whole or in part to its Group or to the successor to the whole or a part of Party’s business, subject to such entity or successor undertaking in writing to the other Party that it will perform all assigning Party’s obligations under the Agreement. Neither Party may assign, transfer, charge, license, or otherwise deal in or dispose of any contractual rights or obligations hereunder without the prior consent of the other Party. The consent of the Party will not be unreasonably withheld.
- Nothing in the Agreement shall be deemed to constitute a partnership between the Parties, nor constitute either Party the agent of the other party for any purpose.
- Sociaro reserves the right at any time to modify the Agreement and to impose new or additional terms or conditions on the Customer’s use of the Service. Such modifications and additional terms and conditions will be incorporated into this Agreement. In this case, Sociaro will notify the Customer of the amendments via e-mail. The amendments shall be deemed to be accepted and become effective if the Customer does not object within 15 (fifteen) calendar days after receipt of the amendment notification. If the Customer rejects the changes, Sociaro has the right to terminate this Agreement.
- Delay in exercising, or failure to exercise, any right or remedy in connection with the Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of the Agreement in any instance shall not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with the Agreement shall, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the Party granting it, and is communicated to the other Party.
- The Services and the Platform are not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business, or profession) and the applicability of consumer protection legislation is therefore excluded. The Agreement, any of its parts (including pricing terms) does not constitute a public offering for services, and Sociaro may reject the Customer in provision of the Services.
- All notices, correspondence, reports, and the like required by the Agreement, or voluntary requests, shall be sent by mail or other customary means, including e-mail, overnight courier, or facsimile to the following addresses:
address: Themistokli Dervi, 6, Flat/Office D4, 1066, Nicosia, Cyprus;
- The Customer:
address (if any) and email provided by the Customer as Registration Information or subsequently indicated in the Account details.
Addendum on Personal Data Processing on behalf
- Sociaro provides the Customer with access to the functionality of the Platform, that involves upload, storage, analysis of End Users’ Data,
- Such End Users’ Data may include data that shall be treated as personal data of the End Users of the Mobile Apps,
- Therefore, provision of the Services may involve the processing of personal data, as defined by the European Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data (“GDPR”),
- While processing personal data the Parties shall comply with the requirements imposed by article 28 of the GDPR,
- Sociaro acts as a data processor on behalf of the Customer as defined by art. 4 of the GDPR, while The Customer acts as data controller since it determines the purposes and means of such processing,
- the Parties intend to regulate by this Addendum the processing activities to be carried out by Sociaro on the Customer’s behalf,
- For the sake of clarity, this Addendum does not cover any disclosure of data among the Parties hereto made for other purposes and on a Controller-to-Controller basis,
- The terms “data controller”, “data subject”, “personal data”, “data processor”, “personal data processing”, “supervisory authority” and any other specific term used in this Addendum shall be as defined according to the GDPR,
The Parties have agreed on the following Addendum on Data Processing on behalf, which forms an integral part of the main Service Agreement.
- Scope of the data processing
- While using the Platform (including its functionalities to upload, store and analyse the data), the Customer instructs Sociaro to process the End Users’ personal data on behalf on the Customer.
- The purpose of processing personal data is to provide attribution and analytics functionalities of the Platform to the Customer in order to analyse activities of the End Users and thus optimise the Customer’s advertising campaigns.
- The duration of the processing is the same as the term specified for the provision of services agreed in the main Service Agreement. In the event of termination of the Service Agreement, for whatever reason, this Addendum shall end automatically and on the same date with no need for any of the Parties to give notice. The Parties shall agree on end-of-processing terms and actions to ensure full compliance with applicable data protection laws. If no terms agreed, following termination of the Agreement, personal data shall be deleted or otherwise made unrecoverable and/or anonymized, other than such copies, as authorized under the Agreement or this Addendum, or required, to be retained in accordance with applicable law and/or regulation
- The scope of data involved into the processing is:
- Technical information on the End Users’ devices, including browser type, device type and model, CPU, system language, memory, OS version, Wi-Fi status, time stamp and zone, device motion parameters and carrier;
- Identifiers of the End Users’ devices, including: IP address (which by its nature may also provide general location information), user-agent, IDFA (Identifier-for-Advertisers), Android ID; Google Advertiser ID, any ID issued to an End User by the Customer and similar identifiers;
- Information on interaction with Mobile Apps and campaign events, including: Mobile Apps’ features triggered by an End User, downloads and installations of Mobile Apps, engagement time, clicks on the Customer ads, ad impressions viewed, audiences or segments to which an ad campaign is attributed, the type of ads and the webpage or Mobile App from which such ads were displayed, and other interactions, events and actions that the Customer chooses to measure and analyze within their Mobile Apps;
- The Customer’s employees Registration Data: name, surname, position, login and password;
- Any other data types that the End Users’ Data uploaded to the Platform may contain, or that is explicitly agreed by the Parties under the Agreement.
For the sake of clarity, the Customer shall not configure the Platform to collect any data that is not permitted to be collected pursuant to the terms of the Agreement or that is beyond the scope identified above. The Customer explicitly agrees that no special categories of data, biometric data, as well as personal data of children shall be included into the scope of this Addendum and uploaded to the Platform.
- The group of people (data subjects) affected by the personal data processing in the context of this Addendum are (i) the End Users of the Customer’s Mobile Apps, as well as (ii) the Customer’s employees and representatives that may contact Sociaro in the context of the Agreement or directly use the Platform.
- Processing under the authority of the Customer
- The Customer is responsible for complying with the provisions of applicable data protection law and has to inform Sociaro about the respective requirements relevant for this Agreement without undue delay. The Customer shall inform its End Users about the nature and scope of the data processing, as well as about all data subjects’ rights related thereto in a comprehensive manner. Sociaro shall be responsible before the Customer for any breach of the applicable data protection laws occurred in the course of the performance of this Agreement by Sociaro, given that the Customer has informed Sociaro about his obligations upfront.
- Sociaro and any person subordinate to it who has access to the End Users’ Data processes such data under instructions of the Customer. Such instructions shall be in the context of the Agreement. Sociaro reserves the right to check the necessity, technical feasibility and appropriateness of any instructions of the Customer regarding the processing of the data. If the instruction is not necessary to comply with mandatory requirements, Sociaro may reject it.
- Sociaro and the Customer shall cooperate with the supervisory authority on request in carrying out their tasks. Insofar as the Customer is subject to an inspection by the supervisory authority, an administrative or summary offence or criminal procedure, a liability claims by a data subject or by a third party or any other claim in connection with the order or contract data processing by Sociaro, Sociaro shall make every effort to support the Customer.
- Security of the processing
- Sociaro has appointed a data protection officer, whose contacts shall be published in the relevant section of the Platform’s User Interface] and available via: https://sociaro.ai/privacy-policy.
- Sociaro may only authorize access to personal data for its own employees in accordance with the authorization rules and only to the extent necessary to allow the employee concerned to carry out the relevant task in connection with fulfillment of contractual requirements. Sociaro trains its employees entrusted with data processing on the applicable protection requirements and binds them with confidentiality obligations.
- Sociaro designs its data processing activities to ensure compliance with data protection requirements within its responsibility area. In particular, Sociaro implements technical and organizational measures to adequately protect the data from misuse and loss in accordance with art. 28 and 32 of the GDPR. Such measures guarantee appropriate level of data protection, including confidentiality, integrity, availability and resilience of the data.
- Sociaro shall promptly inform the Customer in the event of a serious interruption in the data processing activities, suspicion of data protection breaches or any other irregularity related to the processing of the personal data, leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed by Sociaro. At the written request of the Customer, Sociaro shall assist the Customer in assessing the extent of the breach, in terms of consequences and possible damages; adopt, together with the Customer, any necessary action in order to contain or mitigate the data breach throughout its possible solution, and after prompt consultation with the Customer, comply with any request or order issued by the competent supervisory authority.
- Sociaro shall assist the Customer in complying with the obligations concerning the security of personal data, reporting requirements for data breaches, data protection impact assessments and prior consultations, referred to in articles 32 to 36 of the GDPR. These include:
- ensuring an appropriate level of protection through technical and organizational measures that take into account the circumstances and purposes of the processing, as well as the projected probability and severity of a possible infringement of the law as a result of security vulnerabilities, and that enable an immediate detection of relevant infringement events;
- reporting a personal data breach, if any occurs, immediately to the Customer;
- assisting the Customer with providing information to data subjects.
- Upon prior timely notification, the Customer or its representatives have the right to carry out audit on compliance with the requirements of this Agreement to the extent required by law. The Customer and Sociaro shall mutually agree upon the scope, timing and duration of the audit in addition to any reimbursement of expenses for which the Customer shall be responsible. Any such audits shall not occur more than once a year (except where required by law or due to a personal data breach).
- The Customer shall take (and ensure that each of its mandated auditors uses) its best efforts to avoid causing any damage, injury or disruption to Sociaro premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit.
- All such audits shall be subject to the confidentiality obligations set forth in the Agreement.
- Sociaro shall provide the information necessary for this purpose and, upon request of Controller and within a reasonable period, submit documentary evidence that it has met its obligations by completing a questionnaire supplied by the Customer, provide necessary information on request and, in particular, to demonstrate the implementation of the technical and organizational measures. Sociaro is entitled to claim compensation for the possibility of inspections by the Customer, whether it may interrupt business operations or involve significant workload of Sociaro’ employees.
- Data subjects’ rights
- Taking into account the nature of the processing, Sociaro shall reasonably assist the Customer insofar as feasible, to fulfil the Customer's obligations as a data controller in satisfying the rights of data subjects, which may include rights of access, rectification, restriction of processing and erasure regarding their data, at the Customer’s sole expense.
- If a data subject contacts Sociaro directly regarding the above listed rights, Sociaro: (a) shall promptly notify the Customer (unless prohibited by applicable law); and (b) shall not respond to that request except on the documented instructions of the Customer or as required by applicable laws.
- Notwithstanding the foregoing, Sociaro shall be permitted to respond (including through automated responses) to any such requests informing the data subject that his request has been received and/or with instructions to contact the Customer as a data controller if her/his request relates to.
- Sub-processing and data transfers
- The Customer agrees that Sociaro shall be entitled subcontract its obligations to third parties. The contractual arrangements between Sociaro and the subcontractor must be drafted in such a way that they correspond with the arrangements contained in this Addendum. Sociaro must ensure that these subcontractors comply with the legal, technical and organizational requirements specified in this Addendum in the same way as Sociaro itself.
- Sociaro initially involves:
- Amazon Web Services EMEA SARL (5 rue Plaetis, Luxembourg, L-2338, Luxembourg), acting as the IaaS-provider for the Platform,
- Google Ireland Limited (Google Building Gordon House, Barrow St, Dublin 4, Ireland), acting as the provider form business support services,
- Stripe Payments Europe, Limited (The One Building, 1 Grand Canal Street Lower, Dublin 2, Co. Dublin, Ireland), acting as the payment provider, >and the Customer is deemed to have consented to such involvement by accepting this Addendum.
- Before involvement of a new or replacement of an existing by a new subcontractor Sociaro informs the Customer via e-mail. Sociaro also may fulfill its informing obligation by posting a list of subcontractors in the relevant section of the Platform’s interface and/or via https://sociaro.ai/privacy-policy. The Customer can object to the change within a period of two weeks since notification in electronic form to Sociaro for important reasons of data protection law. If there is no objection within this period, the consent to the change shall be deemed to have been given. If there is an important reason under data protection law, and if an amicable solution cannot be found between the parties, the subcontractor is not involved.
- Subcontracting for the purpose of this Addendum shall be understood as services which relate directly to the provision of the Platform and its functionalities. This does not include ancillary services, such as telecommunication services, postal / transport services, maintenance and user support services or the disposal of data carriers, as well as other measures to ensure the confidentiality, availability, integrity and resilience of the hardware and software of data processing equipment. With that, Sociaro shall ensure the data protection of the personal data, even in the case of outsourced ancillary services.
- The Platform provides various integrations with third-party services, such as activity trackers and ad networks (i.e., AppsFlyer, Adjust, Firebase, Google Ads, Facebook Ads / Business Manager, IronSource, Applovin, Unity and etc.), which may transfer Customer Data to the Platform or receive the data from the Platform on the instructions of the Customer.
- Personal data processing operations shall be carried out by Sociaro (and, as the case may be, by its subcontractors, if appointed under this Addendum) within European Union (EU) or within a European Economic Area Member State (EEA), or a territory providing adequate level of protection. Sociaro is therefore not entitled to transfer, or allow subcontractors to transfer, personal data outside EU (or EEA), unless the Customer priorly approves such data transfer, and provided one of the legal grounds applies under EU regulation.
- Any duly approved transfer of personal data shall be regulated by a separate agreement. In particular, the data transfer shall be performed on the basis of the Standard Contractual Clauses (SCC) as adopted by the EU Commission pursuant to art. 46 of the GDPR, and more specifically on the basis of the templates of SCC in force at that moment and with the safeguards possibly necessary, in relation to recipient country, to ensure an adequate level of data protection.
- Relation with other agreements and invalidity
- In case of inconsistencies between this Addendum and the relevant Service Agreement and/or insufficiency of the relevant Service Agreement, the provisions of this Addendum shall respectively prevail and/or supplement only as far as personal data processing is concerned.
- The invalidity of single clauses of this Addendum shall not affect the validity and the effectiveness of the remaining clauses.