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Terms of service

SOCIALINSIDER TERMS OF SERVICES

The Agreement

1.1. Please read carefully these terms and conditions (the “Agreement”) before creating any account and/or using any Services (as defined below). Please also read carefully any additional terms you agree to, pursuant to this Agreement or by turning on specific features.

1.2. This agreement is a mandatory, legal and valid agreement between the Company Code Path S.R.L., having its headquarters in Bucharest, Unirii Boulevard, no. 73, Bl. G3, Sc. 3, 4th floor., Ap. 55, District 3, registered with the Trade Registry under No. J40/10861/2016, sole registration code 36426318, email [email protected] (hereinafter referred to as “Code Path” and/or "we" and/or "our” and/or "us"), and you (hereinafter referred to as the “Customer” and/or “you” and/or “your” and/or the “user”), regarding (the use of) the Services. Code Path and you are hereinafter also referred to individually as a “Party” and collectively as the “Parties”. This Agreement also includes any replacement and/or amendment thereof by Code Path. The person that has accepted these terms and conditions on behalf of a company or other legal person, represents and warrants that has the authority to bind that company or that legal person to this Agreement.

1.3. By signing up for the Customer account and/or by pressing any (acceptance) button (including for creating the Customer account) and/or ticking a box, in this sense and/or by using any Services, you expressly and unconditionally accept all the terms and conditions of this Agreement and you undertake yourselves to fully and adequately respect them. If you do not wish to fully and adequately respect the terms and conditions of this Agreement, including as they will be replaced or amended from time to time, do not use (any longer) any of the Services.

Socialinsider Services

1.4 The Socialinsider Services (the “Services” or the “Socialinsider Services” or the “Code Path Services”) means the Code Path’ software-as-a-service web application, including without limitation : (a) the online platform and the related interface(s) for accessing and using the Services, accessible through the website app.socialinsider.io (the “Site”) and/or other websites communicated by Code Path; (b) any software or any Code Path application programming interfaces (“API”) that is made available by Code Path and used in any way in connection with the Services; (c) the solution(s), products, services and/or any features made available or provided by Code Path in relation with the Services; and (d) the content, text, data, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, contained in or made available through the Services and/or any data/content collected, processed and displayed from/as result of the use of the Services by the Customer (the “Content”). 1.5. The subscription plan (the “subscription plan” or the “plan”) of the Services chosen by the Customer at the moment of signing the present Agreement, the features and specifications of such subscription plan and the Subscription Fee for such subscription plan are mentioned in Annex 1 to the present Agreement. For the sake of clarity, the number of profiles, years of posts history and user seats are also detailed in Annex 1.

2. The use of the Services

2.1. Subject to the Customer unconditional, full, proper and adequate compliance with this Agreement (including as it will be replaced or amended from time to time) and payment of the applicable Service Fees, Code Path hereby grants to the Customer, and the Customer accepts, a limited, non-exclusive, non-transferable, non-sub licensable, and fully revocable right, to use the Services, during the term of this Agreement (solely for the period of time during which the Customer unconditionally, fully, properly and adequately respects the terms and conditions of this Agreement and the Agreement is not suspended for any reason and until the moment when the present Agreement terminates, regardless of the termination reason), solely for the Customer internal/personal purposes only, according to the present Agreement, in accordance with the features and specifications of the chosen plan of the Services (the “plan”), only as permitted by the Services and depending on the social profiles/hashtags added by the Customer and options/access(es) chosen/given by the Customer in the Services, including any access to the social networks, and/or depending on the options/access(es) chosen/given by third parties in (relation with) the social networks and/or depending on the information/data provided by the social networks.

2.2. The Customer expressly acknowledges and agrees to use the Services and/or any (information from any) result of the Services solely for the purposes expressly mentioned in this Agreement and only to the extent permitted by the present Agreement, any applicable law, regulation, or generally accepted practice in the applicable jurisdiction and that he has the right to use the Services only as an end user of the Services. Without affecting the generality of the foregoing and for the sake of clarity, except otherwise expressly and previously approved by Code Path, the Customer does not have the right to use the Services and/or any (information from any) result of the Services for other purposes than the ones expressly permitted by the present Agreement.

2.3. Without affecting the generality of the foregoing and for the sake of clarity, the Services and especially any Content must be used solely for Social Media Analytics and Reporting information purposes, as mentioned in the (features of) the plan of the Services chosen by the Customer and only as permitted by the Services.

2.4. The Customer undertakes to use the Services and/or any part thereof and/or any (information from any) result of the Services, for non-commercial purposes and in a manner that does not infringe any rights of any third parties.

2.5. The Customer is solely responsible for determining whether the Services are suitable for the Customer’ needs and/or purposes and/or for/to use in light of any regulations or other applicable laws.

2.6. The Services are mainly designed to help the Customer to analyse, understand and report on Social Media developments.

2.7. Without affecting the generality of the foregoing and for the sake of clarity, the Services and/or any (information from any) result of the (use of the) Services are designated to be used solely for legal purposes and only according to the present Agreement and applicable legal regulations.

2.8. The Customer represents and warrants to Code Path that (when using the Services) he will have all the necessary rights, consents, permissions, title, interests and license rights, to use and/or otherwise process any and all (part of any) Content.

3. Title

3.1. This is an Agreement for granting a limited access and right to use the Services. The Customer expressly acknowledges and agrees that, according to the present Agreement, he is obtaining only a limited right to use the Services and that irrespective of any use of the words "purchase", "acquire", “buy” or other similar terms in this Agreement or otherwise no ownership rights regarding the Services are being granted to the Customer under this Agreement.

3.2. The Customer expressly acknowledges and agrees that Code Path retains full and exclusive ownership of the Services, all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services, (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, including any and all intellectual property rights that exist therein, whether registered or not.

3.3. Any rights therein not explicitly and expressly granted to the Customer hereunder are reserved to and shall remain solely and exclusively proprietary of Code Path.

3.4. The Customer shall abide by all copyright notices and restrictions contained in any Content accessed through the Services. The Customer further agrees that the Services may contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. The Customer agrees not to use such proprietary information or materials in any way whatsoever except for the use of the Services in compliance with this Agreement. No part of the Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement.

4. The Customer account, the Authorized Users and the Sharing Guests

4.1. In order to use the Services, the Customer has to create an account (the “Customer account “). The Customer must provide valid requested information in order to complete the signup process. The Customer states that all the (personal) data provided by the Customer in connection with the present Agreement shall be true, accurate and complete and the Customer is solely liable for providing such (personal) data.

4.2. Authorized Users means the person(s) that the Customer will authorize (in the Customer account settings) to access and use the Services, totally or partially, via Customer account. Such Authorized Users will to access and use the Services on the Customer name and behalf and the Customer is fully liable for all the (in) action(s) of such Authorized Users. The Customer: (a) must not allow anyone other than Authorized Users to access and use the Customer account; (b) must keep and ensure that Authorized Users keep all login details and passwords secure at all times; (c) remain solely responsible and liable for the activity that occurs in connection with the Customer account and the activities of the Customer’ Authorized Users and/or the Sharing Guests; (d) will be liable for any breach of the Agreement by any Authorized User and/or the Sharing Guests. The Authorized Users must fully, irrevocably, and unconditionally respect the terms and conditions of this Agreement.

4.3. The Customer is solely responsible for maintaining the confidentiality and security of the Customer account and for all activities that occur on or through the Customer account, and the Customer agrees to immediately notify Code Path of any security breach of the Customer account.

4.4. Once the Customer is creating/has created the Customer account, the Customer may add the social profile(s) and/or hashtag(s) or queries following the guide for adding, and access insights for the social profiles that the Customer is managing and/or connect the Social Media accounts to add social profiles or ad accounts and allowing access to private insights for those profiles or ad accounts.

5.5. The Sharing Guests. The Sharing Guests (named in the present Agreement the “Sharing Guests” or the “Influencers”) means the person(s) that the Customer will invite and authorize [through a link sent to such person(s)] to connect their (chosen) social media account(s) with the Customer account, only in order to share with the Customer, through the Customer account, the (type) of information chosen by the Sharing Guests [from their social media account(s)], if and as permitted by the Services. The Authorized Users must fully, irrevocably, and unconditionally respect the terms and conditions of this Agreement.

5. Trial period

5.1. Starting with signing up for the Customer account, the Customer may receive (for a period of 14 days or such other period granted by Code Path) a free trial period to use the Services (the “trial period”). The trial period is solely designated for Customer's use to determine whether to acquire a paid plan in connection to the Services.

5.2. The Services in the trial period may not include all the functionalities and/or the features and/or the Content accessible as part of a paid plan.

5.3. Without affecting the generality of the foregoing and for the sake of clarity, the Customer must use the Services on the trial period in accordance with the terms and conditions of this Agreement, starting with the date of signing the present Agreement.

5.4. Notwithstanding anything to the contrary in this Agreement, the Customer acknowledges and agrees that Code Path does not make any commitments and will have no obligations whatsoever in relation to the trial period.

5.5. Code Path reserves the right to modify, cancel, terminate, suspend and/or limit the trial period at any time, without fulfilling any (previous) formalities, without any liability whatsoever to the Customer and without paying any damages or other compensations.

5.6. If the Customer does not acquire a paid plan till the termination of the trial period, this Agreement and consequently all Customer' rights to use the Services will be suspended at the termination of the trial period, until the date the Customer will acquire a paid plan or until Code Path grants another trial period, if and as the case may be. If the Customer does not acquire a paid plan in 30 days after expiration of the trial period, Code Path is entitled to unilaterally terminate this Agreement at any time, by deleting the Customer account (and consequently all the Customer Data will be deleted), without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer (that will result from the simple fact of not acquiring a paid plan), without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure.

5.7. Any time after the Customer login for the first time into the Customer account, the Customer may choose a paid plan, unless the Agreement is terminated for any reason.

6. The Term

6.1. The Agreement enters into force at the date of signing up for the Customer account.

6.2.In case of choosing a standard paid subscription plan existent on the Site (the “subscription plan”), the Agreement will be valid and the Services will be accessible, starting with the date of choosing and paying any standard monthly or yearly paid subscription plan [when you might be asked to provide different (Card) information], on a subscription basis, for the chosen and paid subscription period (the “Subscription Period“) and such Subscription Period will automatically extend for successive Subscription Period(s) equal(s) with the initial one (monthly or yearly) , unless either Party notifies to the other Party (by email or as otherwise permitted by the present Agreement) the termination of the present agreement, before expiration of a Subscription Period (with at least 5 days prior to expiration of the monthly Subscription Period and with at least 10 days prior to expiration of the yearly Subscription Period), without fulfilling any other previous formality, the termination following to be effective at the end of the respective Subscription Period. The features and specifications of the standard paid subscription plans are found on the Site.

6.3. In case of choosing a custom paid subscription plan non-existent on the Site(the “subscription plan”) or a one-time paid plan, as the case may be, the Agreement will be valid and the Services will be accessible starting with the date of receiving an email for such purpose from Code Path (after choosing and paying the custom plan or the monthly/quarterly/biannual/yearly paid subscription plan, as the case may be) [when you might be asked to provide different (Card) information], for the period of the chosen and paid one-time plan (the “one-time plan”) or on a subscription basis, for the chosen and paid subscription period (the “Subscription Period“) and such Subscription Period will automatically extend for successive Subscription Period(s) equal(s) with the initial one (monthly, quarterly, biannual or yearly) unless either Party notifies to the other Party (by email or as otherwise permitted by the present Agreement) the termination of the present agreement, before expiration of a Subscription Period (with at least 5 days prior to expiration of the monthly/quarterly/biannual Subscription Period and with at least 10 days prior to expiration of the yearly Subscription Period), without fulfilling any other previous formality, the termination following to be effective at the end of the respective Subscription Period. The features and specifications of each custom paid subscription plan will be found in the above-mentioned email sent by Code Path.

7. Subscription fees and payments

7.1. For each chosen paid one-time plan, the Customer shall pay to Code Path a one-time fee, in advance (the “One-Time Fee”), using the payment custom link or the payment information agreed with/sent by Code Path (directly or through the payment processors).

7.2. Except otherwise expressly agreed by the Parties, the Customer shall pay in full the Subscription Fee for the first Subscription Period, in advance, in the day of signing the Agreement, and each of the next Subscription Fee(s) shall be paid in full, in advance, for each of the next Subscription Period(s), until the beginning of the respective Subscription Period. Until the payment of the first Subscription Fee the Customer will not be able to add social profile(s) and/or to generate any reports.

7.3. All subscription fees shall be paid in USD (American dollars) or if not possible in USD (American dollars), shall be paid in EUR or other agreed currency, at an agreed upon exchange rate valid for the payment date.

7.4. Unless otherwise expressly permitted by Code Path, the Customer will pay the Fees via payment card(s) [the “Card(s)”] accepted by the online payments system(s) used by Code Path or by other payments methods accepted by the online payments system(s)/processors used by Code Path or by Code Path. Without affecting the generality of the foregoing and for the sake of clarity, the invoices for the Fees may be issued by the payment processors used by Code Path and in such case the related payments shall be made to such payment processors.

7.5. By providing the Card information, Customer hereby authorizes Code Path to automatically charge the Card through FastSpring ( Bright Market, LLC d/b/a FastSpring, 801 Garden Street, #201, Santa Barbara, CA 93101, United States of America) or other payment processors (together the “payment processors”), with the applicable Fees, and for the sake of clarity, with the applicable Subscription Fees on first day of each Subscription Period.

7.6. You agree that the third parties that processes the payments may handle and store the Card details, for easier (re)payment(s).

7.7. If any payment of any Subscription Fee is not successfully settled due to expiration of a Card or insufficient funds or otherwise, the Customer acknowledges and agrees that remains liable for any amounts not paid to Code Path and Code Path may: (a) continue charge the Card (through the payment processors) until receiving the due amounts; or (b) invoice Customer directly for any unpaid amount following that the Customer to pay any invoiced amounts in maximum 5 days following the invoice date (any such invoice shall be sent by email to the Customer, the Customer agreeing with the use of the electronic invoices); and/or (c) suspend the execution of the Agreement till full payment of the due amounts, without any liability whatsoever to the Customer and without paying any damages or other compensations; and/or (d) terminate this Agreement, without prior notice, without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer (that will result from the simple fact of not fully paying the due amounts at the due date) without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure.

7.8. For the sake of clarity, Code Path may charge the Card or invoice Customer directly, for any due amounts, also after the termination of the Agreement.

7.9. All the Fees shall be paid in USD (American dollars) or in the local currency accepted by the online payments system(s) used by Code Path at the exchange rate used by such online payments system(s)/ processors or if not possible in USD (American dollars) or in the local currency, shall be paid in RON, at the exchange rate RON/USD of NBR valid for the payment date.

7.10. All the Fees are exclusive of all taxes, levies, duties, tariffs, and other governmental charges, including without limitation, any export, or local VAT, lease tax, sales, use of goods and service tax and excise duty, of which payment will be the Customer responsibility, in order the Customer to pay in full to Code Path the Fees.

7.11. For each day of delay in paying of any amounts due to Code Path, the Customer will pay to Code Path, at Code Path’s request, interest penalties, as moratorium damages, of 0,1% from the due amounts, until full payments of these.

7.12. Except as expressly set forth in this Agreement and/or agreed by Code Path (any of) the Fees are non-refundable, totally or partially.

7.13. The Customer acknowledges and agrees that Code Path reserves the right, upon minimum ten (10) days’ notice to the Customer to increase the counter value of any paid subscription plan that is in force at that moment according to the present Agreement, starting with the beginning of the next Subscription Period that will follow after the expiration of the previously mentioned ten (10) days. In case the Customer doesn’t agree with such an increase of the Subscription Fees, the Customer has the right to terminate the present Agreement, (by sending an email or as otherwise permitted by the present Agreement), starting with the date of entering into force of such increasing, this being the only remedy applicable in such case.

7.14. The Parties may agree to upgrade or downgrade the existing paid subscription plan at any time. Unless otherwise agreed by the Parties, the difference for any upgrade for any existing Subscription Period shall be paid by the Customer before the upgrade to enter into force. Without affecting the generality of the foregoing and for the sake of clarity, no refunds whatsoever shall be applicable in case of any downgrade. The downgrade may cause the loss of Content, features, or capacity of Services. Code Path does not accept any liability whatsoever for such loss(es).

7.15. If any Subscription Fee is not paid in due time, the Customer acknowledges and agrees that remains liable for any amounts not paid to Code Path and Code Path may: (a) suspend, totally or partially, the execution of the Agreement, the access to Services and/or to the Content, until full payment of the due amounts, without any liability whatsoever to the Customer, without paying any damages or other compensations and without affecting the obligation of the Customer to pay the Subscription Fee for such period ; and/or (b) terminate this Agreement, without prior notice, without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer (that will result from the simple fact of not fully paying the due amounts at the due date) without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure and the Customer shall pay damages to Code Path equal with the Subscription Fee for the Subscription Period.

8. Availability of the Services

Code Path will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of electronic equipment(s) and/or communications (means) and/or due to the subcontractors or other providers of Code Path in relation with the Services. Reasonable steps will be taken by Code Path to minimize such disruption where it is within Code Path’s reasonable control. Code Path shall not be liable in any event towards the Customer or any other party for any suspension, modification, discontinuance or lack of availability of the Services and/or of the Customer account. Specific SLA(s) may be included into certain paid subscription plan(s). Code Path will use reasonable efforts to have no downtime longer than 2 hours - and if this happens, then within 6 hours a team will address it. In the last 5 years Code Path had a total of less than 90 minutes of downtime.

10. Modifications

10.1. The Customer expressly acknowledges and agrees that Code Path has the right to modify the Services, including without limitation, the structure, features and functionalities of any paid subscription plan(s).

10.2. Code Path will notify the Customer about such modifications via Customer account or email or otherwise, in case such modifications will affect the rights of the Customer under the existing paid subscription plan, and in other cases at the exclusive discretion of Code Path.

10.3. Unless otherwise specified by Code Path, such modification will become effective starting with the beginning of the next Subscription Period, and in such case Code Path shall have no liability whatsoever towards the Customer.

10.4. If Code Path specifies that the modification will become effective before starting the next Subscription Period and such modifications will affect the rights of the Customer under the existing paid subscription plan, if the Customer does not agree with such modification, the Customer may terminate the present Agreement, via email or any other method provided by Code Path, starting with the date of entering into force of the modifications, and in such case the Customer will receive a refund of any Subscription Fee the Customer has pre-paid, but only for the remaining period calculated from the termination of the Agreement until the expiration of the period for which the Subscription Fee has been paid in advance, this being the only remedy applicable in such case.

10.5. Without affecting the generality of the foregoing and for the sake of clarity, the modifications of the Services may also include the updates and/or the new versions. The updates may include new features and/or functionalities and/or specifications and/or modifications and/or improvements of the existing ones, may not include all the previous features and/or functionalities and/or specifications of the Services or the newly launched features and/or functionalities and/or specifications in other cases. Code Path, at his exclusive discretion, may provide to the Customer the updates and/or the new versions.

10.6. Without affecting the generality of the foregoing and for the sake of clarity, continued use of the Services after any modification will enter into force shall constitute the Customer consent to such modification.

10.7. Without affecting the generality of the foregoing and for the sake of clarity, Code Path does not guarantee in any way that shall maintain for a certain period of time the (existing) subscription plan(s) and/or the structure of the (existing) Subscription Fee(s) and/or the structure of the (existing) features and/or specifications of any(existing) subscription plan(s).

10.8. The modifications of the Services may also include the updates. The updates may include new functionalities and/or specifications and/or modification and/or improvement of some existent specifications, may not include all the previous functionalities and/or specifications of the Services or the newly launched functionalities and/or specifications in other cases.

11. Restrictions.

11.1. The Customer is solely responsible for all his activities in connection with the Services.

11.2. Except otherwise agreed by Code Path, the Customer shall not and shall not allow any Authorized Users and/or the Sharing Guests and/or any third parties to: (a) reproduce, copy, market, sell, distribute, lease, transfer, (re)export, translate, modify, adapt, disassemble, decompile, or reverse engineer the Services or any portions thereof and/or to create any derivative works based on the Services or any portions thereof; (b) rent, lease, provide access to or sublicense the Services to a third party; (c) use the Services to provide, or incorporate the Services into, any product or service provided to a third party, except otherwise permitted by Code Path ; (d) allow any third party to use the Service, except otherwise permitted by Code Path; (e) use the Services to process any data on behalf of/for any third party, except otherwise permitted by Code Path; (f) use, remove, deface, obscure, or alter copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; and/or (g) use the Services in any unlawful manner or in breach of this Agreement; (h) impersonate any person or entity and/or misrepresent the Customer as another person and/or pretend to be anyone, or any entity, including without limitation in order to complete the signup/registration process and/or while using the Services; (i) conduct fraudulent or other illegal activities.

11.3. The Customer must not use the Services and/or any part thereof and/or any (information from any) result of the Services if the Customer is located in a region that/where (it) is prohibited from using/to use the Service or any part thereof and/or any (information from any) result of the Services by any applicable law.

12. Warranty Disclaimer

12.1. The Customer expressly acknowledges and agrees that the Services (including any Content) are provided on an “as is” and “as available” basis, and without warranties of any kind, either express or implied, and, to the maximum extent permissible by applicable law, Code Path does not represent, guarantee or warrant that any Services are according with any laws and/or in any jurisdiction. Code Path makes no warranty, either express or implied, as to the accuracy, usefulness, completeness, fitness for a particular purpose and/or reliability of the Services (including the Content). The Services or any feature or part thereof may not be available in all languages and/or in all countries and Code Path makes no representation that the Services or any feature or part thereof are appropriate or available for use in any particular location and/or for any (specific) purpose(s) and/or need(s) and/or request(s).

12.2. Code Path does not warrant that Customer's use of the Services will be free of problems and/or uninterrupted and/or will meet the Customer requirements and/or it will be free of errors and/or the fact that any errors or defects of the Services will be corrected and/or the fact that the Services will be compatible and/or will perform with any software, hardware and/or services of third parties and it will not affect in any way the use of any of them.

12.3. Code Path shall not be liable in any way whatsoever for (any of) the result(s) of the (use of the) Services.

12.4. Code Path shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of Code Path.

12.5. Code Path will not be liable for any failures in the Services or other problems which are related to any equipment or service outside of Code Path facilities or control and or for any harm resulting from use of the Services and/or from the inability to access, retrieve or otherwise use and/or process any Services and/or any part thereof and/or any (information from any) result of the Services.

12.6. Code Path will not be responsible or liable and disclaims any liability or responsibility for the compliance and/or the conformity and/or the accuracy of any Content contained in or accessed through the Services.

12.7. Code Path does not represent or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion and Code Path disclaims any liability relating thereto.

12.8. The Customer expressly acknowledges and agrees that the Services are not designed for use in situations which, regardless of the reasons, may lead to death and/or personal injury to any other damages and/or prejudice, regardless of their nature.

12.9. The Customer expressly acknowledges and agrees that no act, regardless of its nature, including any information, action, omission or recommendation from any third parties will represent any guarantee regarding the Services.

12.10. Certain jurisdictions do not allow the (total) exclusion of certain warranties or limitations of the applicable legal rights and in these cases, the Customer rights stipulated by the imperative legal regulations are not affected, the Customer benefits from the warranties stipulated by the imperative legal regulations and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force.

12.11. The Customers understands and acknowledges that any Content may not be exhaustive and (the analysis of) any Content is based on what third-party data sources provide to Code Path. The Content is based on publicly available data/content (e.g. through Facebook API, Instagram API and Twitter API) and Code Path does not verify and shall not be liable for the accuracy of (any) data/content provided by such third parties. Any use of the data/content except as specifically described herein is strictly prohibited. In addition, the Content collected and displayed may require access to third-party sites and such third parties may prevent Code Path from generating such Content. Furthermore, government regulations and/or compliance with applicable laws may prevent Code Path from using certain data/content or providing it to the Customer.

12.12. Code Path assumes no liability or responsibility whatsoever for any errors, inaccuracies or representations in the Content.

13. Limitation of Liability. 

13.1. To the maximum extent permitted by the legal regulations in force, the Customer expressly acknowledges and agrees to the fact that Code Path is not liable for any kind of damages, including direct and/or indirect damages and/or personal injury, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses, resulted from or related to the use or inability to use the Services or otherwise, regardless of the method of use and whether Code Path was warned about the occurrence of such damages or if the possibility of occurrence was reasonably foreseeable.

13.2. Without affecting the generality of the foregoing, the Customer expressly acknowledges and agrees to the fact that, Code Path shall have no liability whatsoever for any use of the Services and/or any part thereof and/or any (information from any) result of the Services, for any loss resulting from any deletion of any (information from any) result of the Services and/or for any loss or damage resulting from the suspension or termination of the Services or this Agreement.

13.3. Certain jurisdictions do not allow the exclusion or limitation of liability in certain cases or for certain types of damages and/or injuries and in these cases the Customer rights stipulated by the imperative legal regulations are not affected and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force. In such case(s) Code Path liability shall be capped in all situations at an aggregate sum which is the maximum, valid and effective under applicable law(s) and local regulations in force and shall not be, under no circumstances, bigger than the counter value of the Subscription Fees paid to Code Path by the Customer in the previous 6 months or 1.000 euro, whichever amount is bigger.

13.4. To the maximum extent permitted by the legal regulations in force, the Customer expressly acknowledges and agrees with the fact that the use of the Services and/or of any Content shall be done on the Customer own responsibility and at the Customer own risk.

14. Suspension and Termination

14.1. Either Party may unilaterally terminate (denounce) the Agreement, solely for convenience, upon 2 days prior written notice (that may be sent by email or by any other method provided by Code Path), and without fulfilling any other prior formalities. In case the Agreement is unilaterally terminated (denounced), solely for convenience, by the Customer and/or is terminated because the Customer has not fulfilled or has inappropriately fulfilled (any of) the obligations mentioned in the Agreement, the Customer undertakes to pay to Code Path damages equal with the counter value of the Subscription Fee until the expiration of the current Subscription Period, without affecting any other rights or remedies In case the Agreement is unilaterally terminated (denounced), solely for convenience, by Code Path, the Customer will receive a refund of any Subscription Fee the Customer has pre-paid, but only for the remaining period calculated from the termination of the Agreement until the expiration of the period for which the Subscription Fee has been paid in advance, this being the only remedy applicable in such case.

14.2. Either party may terminate this Agreement upon written notice (that may be sent by email) in the event that the other Party breaches this Agreement and, to the extent that the breach can be cured, fails to cure that breach within 3 days of said notice, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure. Without affecting the generality of the foregoing and for the sake of clarity, Code Path has the right to unilaterally terminate the present Agreement, by written notice sent to the Customer (that may be sent by email), this Agreement being rightfully terminated at the date of the written notice or any subsequent date specified in the written notice, without putting in delay (that will result from the simple fact of improperly/non-execution), without fulfilling other formalities and without any other judiciary or extra-judiciary procedure, in case that the Customer is in material breach and/or has not fulfilled or has inappropriately fulfilled any of the payment obligations.

14.3. The Customer expressly acknowledges and agrees that Code Path has the right to terminate this Agreement upon written notice (that may be sent by email) in the event that is a request and/or orders from law enforcement, a judicial body, or other government agency in this sense and/or the provision of the Services to the Customer is or may become unlawful, without any liability whatsoever of Code Path to the Customer, without paying any damages or other compensations, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure.

14.4. The Customer expressly acknowledges and agrees that Code Path has the right, at its sole discretion, to suspend or limit the Customer access to and use of the Services, at any time, with or without (prior) notice, in case the Customer failure to correspondingly comply with any of the terms and conditions of this Agreement and/or in case there is a request and/or order from law enforcement, a judicial body, or other government agency in this sense and/or provision of the Services to the Customer is or may become unlawful, without any liability whatsoever of Code Path to the Customer and without paying any damages or other compensations.

14.5. Unless otherwise agreed by Code Path, the termination of the Agreement will have as effect the deletion of the Customer account, without any liability whatsoever of Code Path to the Customer and without paying any damages or other compensations. Without affecting the generality of the foregoing, unless otherwise agreed by Code Path, the termination of the Agreement and the deletion of the Customer account will have as an effect the deletion of all the Content in the Customer account, without any liability whatsoever of Code Path to the Customer and without paying any damages or other compensations. For the sake of clarity, the Customer is solely responsible for downloading/retrieving/copying any (necessary and) available Content (for such purposes) from the Customer account before the termination of the Agreement.

14.6. Upon any such termination, the Customer right to use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

14.7. For the sake of clarity, expiration or termination of this Agreement for any reason shall not relieve the Customer from his obligation to pay to Code Path any due amounts.

15. Data Protection Provisions   

15.1. Taking into consideration that, in the context of taking the steps in order to conclude the present Agreement and/or in order to conclude the present Agreement and/or in order to execute the present Agreement, each Party that is a legal person acknowledged /will acknowledge and will process a series of personal data of the other Party, namely of the representatives and/or shareholders and/or contact persons and/or other persons involved in the execution of the present Agreement, that were/will be mainly provided, directly or indirectly, by such other Party (all the above-mentioned persons will be hereinafter referred to as the “persons involved in the execution of the agreement” and all the personal data of the above mentioned persons will be hereinafter referred to as the “personal data of the persons involved in the execution of the agreement”), the Parties agree the followings: A. The Parties undertake to process the personal data of the persons involved in the execution of the agreement only: i) in order to execute the agreement; ii) in order to comply the legal obligations; iii) for the purposes of the legitimate interests pursued by the respective Party or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data; iv) during the necessary period for such processing, as long as it is necessary for the execution of the agreement and as long as it is necessary according with the legal regulations in force: v) according to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation” or “GDPR”) as well as any additionally and/or implementation regulations of the GDPR (all together with the GDPR hereinafter referred to as the “legal regulations for the personal data processing“). B. The Parties declare that, in the performance of the present Agreement, they will individually determine the purpose and the means of the personal data of the persons involved in the execution of the agreement processing and, in this context, they shall act as independent controllers. C. Each Party shall inform the persons involved (from his side) in the execution of the agreement and the present Agreement about: i) the disclosing to the other Party of the personal data of the persons involved in the execution of the agreement; ii) the personal data of the persons involved in the execution of the agreement that were/will be disclosed; iii) about the purposes for which there were were/will be disclosed, namely, for example, in order to conclude the present Agreement and/or in order to execute the present Agreement, as the case may be; iv) about the period for which the personal data will be processed/the criteria used to determine that period; v) rights of persons involved in the execution of the agreement according to the legal regulations for the personal data processing; vi) about any other information (that it is aware of and) that has to be disclosed to the persons involved in the execution of the agreement as data subjects. D. Each Party shall implement appropriate technical and organizational measures to protect the personal data of the persons involved in the execution of the agreement against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, and against all the other unlawful forms of processing. E. Each Party shall obtain the consent for the processing of the personal data of the persons involved in the execution of the agreement from the persons involved (from his side) in the execution of the present Agreement, as long as such consent is necessary according to the legal regulations for the personal data processing.

15.2. Code Path will process the personal data of the persons involved in the execution of the agreement and the personal data of the Customers that are individuals according to the Privacy Policy that can be found on the Site.

16. Special Provisions in case the plan is acquired through a distributor/reseller/partner of Code Path In case of a plan that is acquired through a distributor/reseller/partner of Code Path, the Customer also expressly acknowledges and agrees that: i. The use of the Services and the relationship between Code Path and the Customer, including any of their rights and obligations, in connection with the use of the Services, shall be exclusively governed by this Agreement and for the sake of clarity Code Path has no other obligations whatsoever towards the Customer than the ones mentioned in the present Agreement. ii. The license for using the Services is by and between the Code Path and the Customer and not between the distributor/reseller/partner of Code Path and the Customer. iii. By signing an agreement for the services with a distributor/reseller/partner of Code Path, the Customer expressly agrees and accepts and undertakes to fully respect, the present Agreement. iv. The validity period of the plan acquired through a distributor/reseller/partner of Code Path shall start at the date of receiving an email for such purpose from Code Path (after the distributor/reseller/partner of Code Path will send the agreed documents and information to Code Path and Code Path will create or update the account of the Customer with the received information from the distributor/reseller/partner of Code Path). v. Except otherwise mentioned by Code Path, the distributor/reseller/partner of Code Path will provide to the Customer “level one” technical support. vi. Without affecting the generality of the foregoing and for the sake of clarity, any other services provided by the distributor/reseller/partner of Code Path to the Customer are the exclusive responsibility of the distributor/reseller/partner of Code Path and Code Path has no liability and/or responsibility whatsoever in relation with such services.

18. Miscellaneous

18.1. The Customer expressly acknowledges and agrees that that all notifications, notices, correspondences or other communications between the Customer and Code Path (including the communication of the invoices, the Customer agreeing with the use of the electronic invoices) will be electronically done. For the communications with the Customer, Code Path will use the electronic contact details for electronic mail provided in the present Agreement and/or provided by the Customer when creating/modifying of the Customer account and/or when accessing/using the Services and/or provided by the Customer when paying any Fees and/or otherwise provided to Code Path and/or Code Path may use communications via Customer account. The Customer may use for communications with us the email [email protected]. Electronic communications are full means of proof regarding the legal relationships between the Parties and the communications between them.

18.2. The Customer agrees to comply with all applicable laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation, any activities that violate any other anti-spam laws and regulations and/or any anti-spam policy communicated by Code Path.

18.3. If Customer is accessing the Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of such third party regarding the use of such credentials.

18.4. The Customer agrees that Code Path may refer to the Customer’ name as one of its customers, including on the Site.

18.5. Except otherwise expressly mentioned in the present Agreement and/or included into a paid subscription plan, Code Path expressly disclaims all other obligations with respect to the storage of any Content.

18.6. The Customer expressly acknowledges and agrees that he is solely responsible for accessing and using (of any update and/or new versions of) the Services.

18.7. Code Path shall no be liable in any way whatsoever for any options/access(es) chosen/given/withdrawn, including any totally or partially access(es), in connection with (any of) the social networks and/or for any restrictions and/or information/data provided by (any of ) the social networks.

18.8. Without affecting the generality of the foregoing and for the sake of clarity, Code Path shall not be liable in any way whatsoever for any inaccuracies in the data/information provided by the social networks in connection with the Services

18.9. Without affecting the generality of the foregoing and for the sake of clarity, Code Path shall not be liable in any way whatsoever in case the social networks will not provide (anymore), totally or partially, any data/information in connection with the Services

18.10. Without affecting the generality of the foregoing and for the sake of clarity, Code Path: i) cannot provide access to IG stories from the social profiles not administered by the Customer and stories posted prior to the Customer authorizing their Facebook profile; ii) cannot provide access to REELS ; iii) may provide the (number of the) fans only for Facebook, only for the last 2 years and only as long as Facebook shall provide such data and only for pages that are administered by the Customer; iv) may provide the hashtags for Twitter 7 days prior to the date when the hashtag was added in the Services and only as long as Twitter shall provide such data ; v) may provide the history posts that used a given hashtag just in the way Instagram provides them, which is a random subset of posts; vi) may provide the hashtags only for the number of posts permitted by the social networks. Any of the above may change (automatically) through addition of extra limitations if the (social) platforms impose such limitations or by subtraction when the platform allow the acces to said features and Code Path implements them (for instance REELS analytics).

18.11. Any use of the Services through any API is under the full and exclusive liability of the Customer.

18.12. The Customer undertakes not to use any Services and/or any content and/or any other result of the Services, including any data and/or information, in a way that would violate the (applicable) terms and/or conditions and/or policies of any (social) networks/platforms and/or any applicable law and/or regulation. Without affecting the generality of the foregoing and for the sake of clarity, the Customer undertakes to respect and agree (to) the (applicable) terms and/or conditions and/or policies of any (social) networks/platforms (including) as such (social) networks/platforms and/or the (applicable) terms and/or conditions and/or policies require (from time to time), in connection with the previous mentioned use. The Customer agrees to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms)

18.13. Some parts of the Services may use or include software from third parties and other materials protected by copyrights. The Customer expressly acknowledges and agrees to the fact that, the licensing conditions and the liability limitations for such software and/or the conditions of use for such software must be observed irrevocably by the Customer in addition to the terms and conditions of this Agreement.

18.14. To the maximum extent permitted by the legal regulations in force, you acknowledge and agree expressly to the fact that you cannot export or re-export the Services. Use of the Services may be subject to the export and import laws of different countries. You agree to comply with all applicable export and import laws and regulations. Also, you agree that you will not use the Services for any purposes forbidden by any applicable legislation. You must not, in the use of the Solution, violate any laws in the applicable jurisdiction (including but not limited to copyright laws).

18.15. The Services may be used by a Customer representing a Government or another company, authority, institution, association, etc., with the same rights as granted to the other Customers (as end users), in compliance with this Agreement and only as restricted Services, without the possibility of using the Services otherwise than expressly permitted by the present Agreement.

18.16. In case any provision of this Agreement is and/or becomes void, illegal, invalid or inapplicable, it shall not affect the validity or the applicability of the other contractual clauses, which shall continue to be in force and to produce legal effects as if the void, illegal, invalid or inapplicable clause was not part of this Agreement.

18.17. The Customer is not entitled to assign this Agreement and/or to transfer otherwise, in total or in part, any of the rights and/or the obligations arising from this Agreement without the prior written consent of Code Path. The Customer agrees that Code Path can assign (parts) of this Agreement, of Code Path rights and/or obligations under this Agreement, to subcontractors or other providers of Code Path, in relation with providing (the use of) the Services, without fulfilling any (previous) formalities.

18.18. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.

18.19. The Customer will indemnify, defend and hold Code Path harmless from and against any and all claims, complaints and/or lawsuits, costs, damages, losses, liabilities and expenses that (may) arise out of or in connection with any claim arising from or relating to any use of the Services and/or any part thereof and/or any (information from any) result of the Services and/or with any breach or alleged breach by the Customer of the present Agreement and/or of any applicable law and/or with the use of the Customer account, whether or not such a use was expressly authorized by the Customer.

18.20. The One-Time Fees and the Subscription Fees are also referred in the present Agreement as the “Fees”.

18.21. The one-time plans and the subscription plans are also referred in the present Agreement as the “plans”

18.22. The Customer understands and agrees with any provisions from the Agreement’s content that might be considered as unusual

18.23. In case of any discrepancy between the present Agreement and any signed agreement between the Parties for the same purpose and plan, the provisions of the later one shall prevail.

19. Final provisions

19.1. Headlines are available for easy reference to the Parties and they do not affect in any way the interpretation or fulfilment of the present Agreement.

19.2. In this Agreement the plural shall include the singular and vice-versa.

19.3. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

19.4. This Agreement contains all the understandings between the Parties and supersedes any prior understandings, written or verbal, regarding the subject matter of this Agreement, except any signed agreement between the Parties for the same purpose and plan.

19.5. This Agreement will be construed and governed by the Romanian law, which is the applicable law in case of any disputes that may occur in relation to this Agreement, excluding the possibility of reference to conflict of laws. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, of which application is expressly excluded. Any dispute arising out of or in connection with the Services and/or this Agreement, including the conclusion, execution or termination, shall be settled by the competent courts from Romania, excluding the possibility of reference to conflict of laws.

19.6. The English version of this Agreement will prevail over any other version in any other language, which will be drafted only for the local needs, except for the situation when this is not forbidden by the local regulations from certain jurisdictions.