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
“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;
“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;
“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;
“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://admigo.io, 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://admigo.io/billing. 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.
Subject
The subject matter of this Agreement is the Services. Sociaro shall provide the Services and the Customer shall accept them and pay the Fees for the Services 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.
Ordering and provisioning of the service
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.
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.
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.
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://admigo.io/billing. 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 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 protected].
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 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
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:
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
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.