Terms & Conditions

1.1 Your use of Vaizle's products, services, content and web sites (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to you or your employees by Vaizle under a separate written agreement) is subject to the terms of a legal agreement between you and Vaizle (as defined below in Section 18.1) contained in this document and/or any other document expressly referred to herein. The Services are accessed through Vaizle’s proprietary software application(s) (referred to as the “Software” below) hosted at our web platform at vaizle.com and consist in a single log-in, centralised web dashboard that enables you to access data, metrics and analytics from social profiles on multiple social networks. The Services are provided as “Software as a Service (SaaS)” subscription services and we will not be delivering copies of the Software to you as part of the Services. This document explains how the agreement is made up and sets out some of the terms of that agreement. These Terms and Conditions will not apply if (i) you or your organization (on whose behalf you act pursuant to Section 2.3 and 18.1) have entered into a separate written agreement with us for the Services, such as, for example, a Vaizle Binding Order that references other Vaizle’s terms of Service, or any other written agreement for the provision of our Services, or (ii) you or your organization have purchased the Services through our authorised reseller.

1.2 Unless otherwise agreed in writing with Vaizle, your agreement with Vaizle will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

1.3 Your agreement with Vaizle will also include all subscription rates and payment terms applicable to the Services chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on Vaizle website or are otherwise made available to you either within, or through your use of, the Service you subscribe to. Depending on which Services you subscribe to, your agreement with Vaizle may also include certain terms specific to the use of such Services (the “Specific Terms”).

1.4 The Universal Terms, together with any related additional Specific Terms applicable to your subscription and the Payment Terms, form a legally binding agreement between you and Vaizle in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

1.5 If there is any contradiction between what the Specific Terms say and what the Universal Terms say, then the Specific Terms shall take precedence in relation to that Service.

2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by (A) clicking to accept or agree to the Terms, where this option is made available to you by Vaizle in the user interface for any Service; (B) by payment for the Services; or (C) by actually using the Services. By performing one of these three options, you understand and agree that Vaizle will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (A) you are not of legal age to form a binding contract with Vaizle; or (B) when contracting on behalf of an entity, you are not authorized to legally bind your company or organization to such terms;

2.4 If you accept the Terms in the user interface for a Service, by making a payment, or by commencing the use of the Service, we recommend that you print off or save a local copy of the Terms for your records before you continue.

2.5 The Services are provided by Vaizle for consideration. The up-to-date prices applicable to your use of the Services are published on the Services website www.vaizle.com for configurations of the Services eligible for online purchase and by using the Services at a particular moment you agree to the prices published as of that moment.

2.6 You can pay for the Services either by using your PayPal account, by entering your credit card information, or by any other means as published, from time to time, on the Services website. Alternatively, you can contact us to agree on other methods of payment (such as invoicing). If you sign up for the Services online in the user interface for the Service, you agree that you will be charged periodically by Vaizle pursuant to the payment conditions specified at checkout. In addition, you expressly acknowledge and agree that the initial price may change if you upgrade or change your subscription plan within the Service. You will always be informed about the price modification prior to making the upgrade or changing your subscription.

2.7 Vaizle is not responsible for the payment processing provided by any third party.

2.8 Each party will be responsible for payment of any taxes applicable to its own income and activities in connection with the Services.

3.1 The Terms are provided in English. Where Vaizle has provided you with a translation of the English language version of the Terms, you agree that the translation is provided only for your convenience, and that the English language versions of the Terms will govern your relationship with Vaizle.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

4.1 Vaizle may have subsidiaries and affiliated legal entities in other countries. At times, these companies or their employees may serve as contact points with respect to the Services provided to you by Vaizle. Even where Vaizle’ subsidiaries or affiliates are your primary contact points, Vaizle as the Services provider will remain ultimately responsible for the provision of Services hereunder.

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

features within the Services) to you or to users generally at Vaizle' sole discretion, without prior notice to you.

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

5.1 To access the Services, you or your individual users may be required to provide identification, contact or similar details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to Vaizle will always be accurate, correct and up to date.

5.2 You agree to use the Services only for purposes that are permitted by (A) the Terms; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, Facebook, Instagram, Twitter, YouTube, and other social media platform rules).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Vaizle, unless you have been specifically allowed to do so in a separate written agreement with Vaizle.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.5 Unless you have been specifically permitted to do so in a separate agreement with Vaizle, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. The Services can be used by you only for your own internal business purposes. You may not use the Services for the benefit of any third parties. You acknowledge that use of the Services in breach of this Section 5.5 will be considered a material breach of these Terms, with all consequences resulting therefrom.

5.6 You agree that you will not engage in any activity that may amount to the misuse of our Services or that seeks to circumvent the Services’ terms. For example, if Vaizle provides you with any portion of a Service for free (as part of a trial, pilot or otherwise), you may not engage in data mining or other excessive use of the Service, beyond what is permitted by the free Service (and as advertised for that free Service at the time of the relevant promotion). Vaizle reserves the right to limit the customer’s activity on any of its free Services for any reason and without notice.

5.7 You agree that you are solely responsible for (and that Vaizle has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Vaizle may suffer) of any such breach.

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible for all activities that occur under your account.

6.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify Vaizle immediately at info at Vaizle dot com.

6.4 Vaizle may use Facebook Connect, “Sign in with Twitter”, and other authentication methods for authorization of users. If your Facebook account, Twitter account or any other account used for registration and/or signing in the Services is deleted or non- functional, you may no longer be able to access the Services.

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

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

7.3 Vaizle has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction.

8.1 You understand that all information such as, without limitation, data files, written text, computer software, music, audio files or other sounds, photographs, and videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.

8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to Vaizle (or by other persons or companies on their behalf), and that the Content may include sensitive personal data. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless you have been specifically told that you may do so by Vaizle or by the owners of that Content, in a separate agreement.

8.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

1.4 The Universal Terms, together with any related additional Specific Terms applicable to your subscription and the Payment Terms, form a legally binding agreement between you and Vaizle in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

8.4 You agree that you are solely responsible for (and that Vaizle has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Vaizle or third parties may incur and including any other legal liability, whether liability under civil, commercial, tort, penal or administrative law or any other legal theory) by doing so. You may not use the Services to intentionally transmit or make public infringing, libelous, or otherwise unlawful or tortious Content or to store, transmit or make public any Content in violation of third party’s intellectual property or similar rights. You shall indemnify and hold Vaizle harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by Vaizle as a result of or in connection with your breach of any third party’s intellectual property or similar rights.

9.1 You acknowledge and agree that Vaizle (or Vaizle's licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Vaizle and that you shall not disclose such information without Vaizle's prior written consent.

9.2 Unless you have agreed otherwise in writing with Vaizle, nothing in the Terms gives you a right to use any of Vaizle' trade names, trademarks, service marks, logos, domain names and any other distinctive brand features. For the avoidance of doubt, if any reports or similar outputs from the Services (hereinafter “Reports”) generated by you through the use of the Service include Vaizle’s trade name, trademark, service mark, logo, domain name or other distinctive Vaizle’s brand features, their use in connection with that Report is permitted and Section 9.4 below shall apply.

9.3 Other than the limited license set forth in Section 11, Vaizle acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Vaizle, you agree that you are responsible for protecting and enforcing those rights and that Vaizle has no obligation to do so on your behalf.

9.4 You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

9.5 Unless you have been expressly authorised to do so in writing by Vaizle, you agree that in connection with the Services, you will not use any trade mark, service mark, trade name, logo of any third party company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

10.1 Vaizle gives you a worldwide, royalty-free, non-assignable and non-exclusive right and licence to access and use the Services through the Software, on a subscription basis, for the term and in the scope designated by the Terms. Further, Vaizle gives you a worldwide, royalty-free, perpetual and non-exclusive right and licence to access and use, reproduce, display, distribute, and create derivative works of, Reports that you generate through your use of the Services. The licence granted in this Section 10.1 is for the sole purpose of enabling you (users within your organization) to use and enjoy the benefit of the Services as provided by Vaizle, in the manner permitted by the Terms (in particular Section 5). You may not use the Services for the benefit of any third parties. You acknowledge that this is a SaaS agreement and that (i) the Software is not sold, and (ii) we will not be delivering copies of the Software to you as part of the Services.

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

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

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

11.1 You retain copyright and any other intellectual property rights you already hold in Content which you submit, post or display on or through the Services. By submitting, posting or displaying the Content on or through, the Services, you give Vaizle a worldwide, royalty-free, and non-exclusive licence to use, reproduce, adapt, modify, and publish (on your behalf and pursuant to your instructions) on social networks any Content which you submit, post or display on or through the Services. The licence granted in this Section 11.1 is for the sole purpose of enabling Vaizle to display, distribute, improve and promote the Services to you or your users.

11.2 If you provide, as part of your use of Vaizle’ Services or as part of the Content which you submit, post or display on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that Vaizle may use such photograph or other materials for the sole purposes of providing the Services.

11.3 You understand that Vaizle, in performing the required technical steps to provide the Services to you, and to improve the Services, may (A) transmit or distribute your Content over various public networks and in various media; and (B) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Vaizle to take these actions.

11.4 You confirm and warrant to Vaizle that you have all the rights, power and authority necessary to grant the above licence.

12.1 The Terms will continue to apply during the term of your original online subscription specified within the Services and during any renewed (extended) term as specified in Section 12.5 below, or until terminated by either you or Vaizle as set out in Section 12.2 and 12.3 below.

12.2 If you purchase the Services continuously on a monthly “pay as you go” basis online, you may stop using the Services and so terminate your legal agreement with Vaizle at any time, without the need to notify Vaizle.

12.3 Vaizle may at any time, by sending a notice, terminate its legal agreement with you embodied in the Terms if (A) you have breached any provision of the Terms and failed to cure the breach (where such breach is capable of being cured) within a reasonable cure period provided by the other party, or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms; or (B) Vaizle is required to do so by law (for example, where the provision of the Services to you is or becomes unlawful); or (C) the partner with whom Vaizle offered the Services to you, or whom Vaizle uses or whose cooperation Vaizle needs in order to offer the Services to you (such as the social media platforms), has terminated its relationship with Vaizle or ceased to offer its APIs, data, programs, application or services that are essential for the Services; or (D) Vaizle is transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Services; or (E) the provision of the Services to you by Vaizle is, in Vaizle's opinion, no longer commercially viable. In the event you terminate the agreement for a material breach by Vaizle as described in (A) above, or if Vaizle ceases to provide any part or all of the Services during the agreement term for reasons stipulated in (C), (D) or (E) above, you shall not be required to make any payments for Services beyond the date of when you terminated the agreement or when Vaizle ceased to provide the Services (as applicable).

12.4 Nothing in this Section 12 shall affect Vaizle' rights regarding provision of Services under Section 4 of the Terms. Nothing in this Section 12 shall affect your early termination rights under the applicable law.

12.5 If you do not purchase the Services continuously on a monthly “pay as you go” basis, and provided the agreement has not been terminated early either by Vaizle or you as stipulated in the previous sections, then the following will apply: Your legal agreement with Vaizle embodied in the Terms shall automatically renew (i.e. be extended, repeatedly) for another term corresponding to your original (preceding) subscription term, unless you or Vaizle provide notice to the other of (y)our intent to terminate the agreement within the last thirty (30) days before the end of the then current term. You will be notified of the upcoming renewal and may notify Vaizle of your intention not to renew by unsubscribing from the automatic renewal within the user interface for the Services.

12.6 When your legal agreement with Vaizle comes to an end, all of the legal rights, obligations and liabilities that you and Vaizle have benefited from, been subject to (or which have accrued over time whilst your legal agreement with Vaizle has been in force) and/or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

12.7 Further, you understand and agree that the terms and conditions contained in the Terms (including the Payment Terms) will continue to apply to any renewed (extended) term pursuant to Section 12.5 above, as well as to any other continued use of the Services beyond the pre-paid subscription term, as they applied to the original subscription term, and you undertake to pay for the continued use of the Services in accordance with the Payment Terms. You expressly and irrevocably authorise Vaizle to debit your PayPal account or debit your credit card for the settlement of such Vaizle’ consideration.

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

13.2 In particular, Vaizle, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that (A) your use of the Services will meet your requirements; (B) your use of the Services will be uninterrupted, timely, secure or free from error; (C) any information obtained by you as a result of your use of the Services will be accurate or reliable; and (D) that defects in the operation or functionality of any Software used to provide the Services will be corrected

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

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

14.1 Nothing in these Terms shall exclude or limit Vaizle' liability for losses which may not be lawfully excluded or limited by applicable law.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, VAIZLE WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THESE TERMS, THE SERVICES, MATERIALS, OR THE FAILURE TO PERFORM OUR OBLIGATIONS.

14.3 Subject to overall provision in Section 14.1 above, Vaizle, its subsidiaries and affiliates, and its licensors shall not be liable to you for any indirect or consequential losses which may be incurred by you. Indirect and consequential losses shall include (A) any loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, or any loss of data suffered by you; (B) loss or damage which may be incurred by you as a result of (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services; (ii) any changes which Vaizle may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services; (iii) your failure to provide Vaizle with accurate account information; (iv) your failure to keep your password or account details secure and confidential.

14.4 The limitations of Vaizle' liability to you in Section 14.3 above shall apply whether or not Vaizle has been advised of or should have been aware of the possibility of any such losses arising.

14.5 Vaizle's liability for damage incurred by you as a result of or in connection with the Services shall be limited to direct damages up to the amount you paid to Vaizle for the Services giving rise to that liability during the last three months before the occurrence of Vaizle' liability (or amount corresponding to a three- month Service fee, as applicable). Vaizle and you agree that this limitation reflects the damage that can be foreseen at the time of conclusion of this legal agreement between you and Vaizle, taking into account all circumstances the parties know or should know while exercising due care and that can arise from a breach of Vaizle’ obligations under these Terms. To the extent permitted by applicable law, Vaizle accepts no liability in relation to your use of any Services provided free of charge.

15.1 Some of the Services, in particular free Services, may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.

15.2 The manner, mode and extent of advertising by Vaizle on the Services are subject to change without specific notice to you.

15.3 In consideration for Vaizle granting you access to and use of the Services, you agree that Vaizle may place such advertising on the Services.

16.1 The Services may include hyperlinks to other web sites or content or resources. Vaizle has no control over any web sites or resources which are provided by companies or persons other than Vaizle.

16.2 You acknowledge and agree that Vaizle is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

16.3 You acknowledge and agree that Vaizle is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources. In addition, you acknowledge and agree that Vaizle is not liable for any damage which may be incurred by you as a result of any reliance you may have placed on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such web sites or resources.

17.1 Vaizle may make changes to the Universal Terms or Specific Terms from time to time. When these changes are made, Vaizle will make a new copy available at (https://vaizle.com/legal/terms-and-conditions) and any new Specific Terms will be made available to you from within, or through, the affected Services.

17.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Specific Terms have changed, Vaizle will treat your use as acceptance of the updated Universal Terms or Specific Terms.