PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF SERVICE CAREFULLY.

These general terms and conditions apply to any use of the Sozialens products, developed by Sozialens, S.L., by the Client, whose identification data appear in the specific terms and conditions, registration form, purchase order or acceptance form.

Sozialens, S.L., hereinafter Sozialens, is a Spanish company, with registered office in Madrid, Madrid, Paseo de la Castellana, No. 194 ground floor door B and NIF B70690953, whose main activity consists of the development and exploitation of services related to influencer marketing.

This contract is between you (the Client) and us (Sozialens). It describes the services we will offer you, how we will work together and other aspects of our business relationship. Because this is a legal document, some of the language contains “specific terminology”, but we have tried to make it as easy as possible to understand. Given the importance of these terms, if you do not agree to them, we will not be able to provide you with our products and services. By using the Subscription Service or receiving the Consulting Services, you agree to these terms.

We update these terms periodically. If you have an active Sozialens subscription, we will inform you by email or you will receive a notification in the app when we do so.

Finally, we know that legal terminology can sometimes be difficult to understand, so we want to offer you a guide to navigate and understand this Agreement:

A. DEFINITIONS. This section goes into depth about the meaning of key terms defined in this Agreement. Think of it as a sort of dictionary of contractual terms.

B. GENERAL BUSINESS TERMS. Here you'll find the basics related to how we provide our Subscription Service and Consulting Services. For example, you can find access information and terms of use. These terms apply to all of our product and service offerings.

C. SUBSCRIPTION TERMS. Customers subscribe to use our software (which is SaaS [Software as a Service]), and certain key terms apply to each subscription. There are some differences between the different types of subscriptions, and we'll outline the details here.

D. PRODUCT INFORMATION. We offer a number of different products, and you should know a few things about them before you start using them. We've compiled and included that information in this section.

E. GENERAL LEGAL TERMS. As we mentioned above, this is a contract and therefore includes legal terminology. In this section, we have compiled the rest of the legal terms that make up our Terms and Conditions of Service for Customers.

F. APPLICABLE LAW AND JURISDICTION. As we have customers from different places around the world, in this final section we will mostly talk about the applicable laws according to the competent jurisdiction.

A. DEFINITIONS

“Agreement or Contract” means these Customer Terms and Conditions of Service and all materials referenced herein or linked to herein.

“Billing Period” means the agreed upon term for paying fees in advance under the Purchase Order. Such term may be equal to or less than the Subscription Term as specified in the Purchase Order. For example, if you subscribe to the Subscription Service with a one (1) year Subscription Term, with twelve (12) months advance payment, the Billing Period will be twelve (12) months.

“Communications Services” means third party forums, online communities, blogs, personal web pages, calendars, or other social networks (such as Facebook, Twitter, and LinkedIn), linked from or to the Subscription Service, that allow you to contact the public or a private group.

“Confidential Information” means all information provided by you or us (“Disclosing Party”) to the other party (“Recipient”), whether orally or in writing, that is confidential. Confidential Information shall include Customer Information and information about the Disclosing Party’s technical data, Order terms, and business plans. Confidential Information does not include information that (i) is in the public domain or may become known to the public without breach of obligations to the Disclosing Party, or (ii) was already known to the Recipient prior to receipt from the Disclosing Party.

“Influencer” means an individual (other than a User) whose Contact Information is stored in the Subscription Service.

“Contact Information” includes the name, email address, phone number, online username, and other similar information provided by you in the Subscription Service.

“Consulting Services” means the professional services we provide to you, which may include training, installation, integration, or other advisory services.

“Crowdsourced Data” means information you submit to us to update information about certain properties in our company’s database. You will recognize these properties on Sozialens by being marked with a grey information icon (or otherwise highlighted), which when hovered over identifies the property as being reported from Sozialens database. For purposes of this Agreement, Crowdsourced Data shall not be considered Customer Information or Confidential Information. For more information about Crowdsourced Data, please see our Product Privacy Policy.

“Customer Information” means all information you submit to or collect through the Subscription Service. Customer Information does not include Crowdsourced Data.

“Client Materials” means all materials you provide or post, upload, input or submit for public viewing through the Subscription Service.

“DPA” means the Data Processing Agreement available at https://sozialens.com/legal/data-processing-agreement.

“Email Sending Limit” means the number of emails that may be sent during a month.

“Enriched Data or Sozialens Insights” means the data we make available to you as part of the Subscription Service and Collaborative or Crowdsourcing Data. Enriched Data does not include personally identifiable information. We may obtain Enriched Data from public or external sources, and from our internal data processes provided by client data.

“Free Services” include the Subscription Service or other products or features that are available for free or for a trial period at no cost.

“Full-Enterprise Products” means our Custom Enterprise product.

The term “Sozialens Content” includes all information, data, text, messages, software, sounds, music, videos, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Collaborative Data.

“Influencer Limit” means the maximum number of Influencers you may use in the Subscription Service as set forth in your Purchase Order, plus any Influencers you have added as part of an upgrade.

“Purchase Form” or “Purchase Order” or “Order” or “Order Order” means the Sozialens-authorized form or online subscription process through which you agree to join the Subscription Service and purchase Consulting Services. Most Orders are completed through our online checkout process or through in-app purchase. When you purchase a Subscription Service, you must complete the following steps:

If you only want the Consulting Services, the Order may be referred to as a “Work Brief”.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained in the Client Data and is protected in a manner similar to personal data or personally identifiable information under applicable Data Protection Law.

“Paying Users” means the various types of Users (described below) for whom we charge fees as detailed on our Pricing Page.

“Pricing Page” means the Sozialens catalogue of products and services available at https://sozialens.com/en/pricing, which we update from time to time.

“Sensitive Information” includes: (a) credit or debit card numbers, personal financial information, social security numbers or local equivalents, passport numbers, driver’s license numbers or similar identifiers, passwords, racial origin or ethnic identity, disease or physical or mental health information, or other information relating to employment, financial situation or health status, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar data; and (b) any information defined under EU data protection laws as “Sensitive Personal Information.”

“Subscription Fee or Subscription Price” means the amount you pay for the Subscription Service.

“Subscription Service” means all of our influencer marketing web applications and tools and products that you have subscribed to via the Purchase Form, or that we have otherwise provided to you, which are developed, operated and maintained by us, and which can be accessed at https://sozialens.com or another designated URL; and any ancillary products or services that we provide to you, including website hosting.

“Subscription Term or Subscription Period” means the initial period of your subscription to the applicable Subscription Service, as specified in your Purchase Form, and each renewal period thereafter (if applicable). For Free Services, the Subscription Period will be the period during which you have an account to access these Free Services.

“Platform” means the technology platform owned and operated by Sozialens through which Customer has access to the Subscription Services and other services provided by Sozialens.

“Third Party Products” means non-integrated products and professional services provided by third parties that interact with or are used in connection with the Subscription Service. These products and services include non-Sozialens applications that you make available.

“Third Party Sites” are external websites linked to from the Subscription Service, including Communications Services.

“Total Committed Subscription Value” means the total amount of Subscription Fees paid or payable to us during the then-current Subscription Terms and Conditions for all of your Sozialens accounts, this amount excludes fees for renewals, Consulting Services, and applicable taxes.

“Users” are your employees, representatives, consultants, contractors, or agents authorized to use the Subscription Service for your benefit, and who have unique user IDs and passwords for the Subscription Service.

“Sozialens,” “we,” “us,” or “our” means the applicable contracting entity as specified in this Agreement.

“You” or “Client” means the person or entity using the Subscription Service or receiving the Consulting Services, and who is identified as the client in the applicable account registration, invoice, online subscription process, or Purchase Form.

B. GENERAL COMMERCIAL TERMS

1. Access

During the Subscription Term, we will provide you with access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you with access to the Free Services at any time by activating them in your Sozialens account. In addition, some or all elements of the Subscription Service may be provided through other service providers.

a. Right to access and use the Platform. Subject to Customer's compliance with these General Terms of Service and during the Subscription Term, Customer may access and use the Services, including access to and use of the Platform, for enabled influencer marketing activities as set forth in this Agreement. The rights granted to Customer in this Section 1.a. are non-exclusive, non-sublicensable and non-transferable.

2. Additional features

You may subscribe to additional features of the Subscription Service by placing a new Order or by activating such features in your Sozialens account (if we offer this option). This Agreement will apply to all Orders and all additional features that you activate from your Sozialens account.

3. Availability

We make every effort to make the Subscription Service available 24 hours a day, 7 days a week, except for scheduled interruptions for maintenance.

4. Consulting Services

You can acquire Consulting Services by placing an Order. Unless otherwise stated, the Consulting Services we provide are described on the Pricing Page and will be offered in English or Spanish. The fees for these Consulting Services are in addition to your Subscription Fees. If you purchase recurring Consulting Services, they will be considered part of your subscription and will renew in accordance with its terms. All Consulting Services are provided remotely, unless otherwise agreed upon by you and us.

For Consulting Services performed on-site, you will reimburse us for the reasonable value of all expenses related to such Services. All invoices or other requests for reimbursement are due and payable within thirty (30) days from the invoice date.

If a specific number of hours is included in the Consulting Services purchased, those hours will expire as indicated in the corresponding description, with the expiration period beginning at the time of purchase (the "Expiration Period"). If there are products or deliverables included in the Consulting Services purchased, they are estimated to be delivered within the period of time indicated as the delivery period in the corresponding description, which will begin at the time of purchase (the "Delivery Period"). If an Expiration Period or a Delivery Period is not indicated, one hundred and eighty (180) days from the date of purchase will be counted. If the Consulting Services provided are not completed at the end of the Delivery Period because you are unable to provide us with the necessary resources or you are unable to fulfill your obligations, such Consulting Services will be considered complete at the end of the Delivery Period. If the Consulting Services provided are not completed at the end of the Delivery Period because we are unable to provide you with the necessary resources or we are unable to fulfill our obligations, the Delivery Period will be extended to allow us to complete such services.

Some or all of the elements of the Consulting Services may be provided through other service providers. Consulting Services cannot be canceled, and fees for such services are non-refundable.

5. Rates and payments

a. Subscription Fees. The Subscription Fee will be fixed during the Subscription Term unless: (i) you exceed any applicable influencer, email sending, user, or other limitation limits (see “Limits” section below); (ii) you upgrade products or base packages; or (iii) you subscribe to additional features or products, including additional Influencers; or (iv) unless otherwise agreed in an Order.

For our Full-Enterprise Products, once your Subscription Fee increases, it will not decrease even if the number of Influencers or emails sent is reduced. We will remotely monitor or audit the number of Influencers on the Subscription Service and the number of emails you send on the Subscription Service. If you subscribe to our Full-Enterprise Products, this information will also be available in your Sozialens account.

For our products where User limits apply, you will be charged the fees associated with all Paid Users. Your number of Paid Users will not decrease even if there is a subsequent reduction in the number of Paid Users assigned.

b. Fee Adjustments in the Next Billing Period. We determine the number of influencers for the next Billing Period by reviewing the number of Influencers in your account. For our Full-Enterprise Products, this review is completed between twenty-five (25) and forty (40) days before your next Billing Period begins. For all other products, this review is completed on the last day of your Billing Period. If you exceed the maximum number of Influencers in your account when we complete this review, your Subscription Fee will increase at the beginning of the next Billing Period to the price of the tier that corresponds to the revised number of Influencers. Plan prices are as listed on our Pricing Page.

You may reasonably manage the number of Influencers during the Billing Period, and we will not count Influencers removed prior to our review unless these Influencers have been temporarily removed to avoid a fee increase. If Influencers are temporarily removed to avoid a fee increase, we may consider the maximum number of Influencers for the reviewed Billing Period in order to determine your tier based on the number of Influencers.

This review and update process will apply to each Billing Period during the Subscription Term.

c. Fee Adjustments During a Billing Period. For our Full-Enterprise Products, the Subscription Fee will increase during the course of a Billing Period if you exceed the Email Sending Limit per Billing Period. In this case, the Subscription Fee will increase to the price of the tier that corresponds to your maximum monthly number of emails sent in the current Billing Period.

For all other products, if you reach the Email Sending Limit, you will not be able to send any more emails until the beginning of the next calendar month, including emails scheduled to be sent after you reach the Email Sending Limit. You can increase the Email Sending Limit by purchasing additional influencers; in this case, your fee will increase over the course of the Billing Period.

The Subscription Fee will increase during a Billing Period up to the base package and applicable plan price (as set forth on our Pricing Page) if you exceed the campaign limit, add Paying Users, exceed other applicable limitations (except as set forth in the “Rate Adjustments in the Next Billing Period” section), change or add products, or subscribe to additional features for use during the Billing Period. We may agree to reduce your fee if you provide us with written notice.

d. Fee Adjustments at Renewal. Once your subscription has been renewed, it will be adjusted to match the actual number of Users assigned at the end of the Subscription Term, keeping in mind that if you purchased a product with Users included, you will continue to maintain those Users even if they are not assigned. Your subscription will also be adjusted according to the plan that corresponds to the number of influencers on your portal on the last day of the current Subscription Term. For more information on renewal pricing, please see the “Term and Renewal” section below.

e. Payment by Credit Card. If you pay by credit card, you authorize us to charge your card or bank account for all fees payable during the Subscription Term. You also authorize us to charge your card or bank account for all fees payable during the Subscription Term. You authorize a third party to process payments and agree to the transfer of your payment information to such third party.

f. Payment by invoice. If you pay by invoice, we will invoice you no more than forty-five (45) days prior to the beginning of the Subscription Period and each subsequent Billing Period. All invoiced amounts are due and payable within thirty (30) days of the invoice date, unless otherwise specified in the Order Form.

g. Payment information. You must keep your contact information, billing information, and credit card information (as applicable) up to date. You may make changes on your Billing Page within your Sozialens account. Payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically set forth in this Agreement. All fees are due and payable in advance prior to the Subscription Period. If you are a Partner Agency and are purchasing the Services on behalf of a client, you agree to be responsible for the Order Form and ensure payment of all fees.

h. Sales Tax. All fees are exclusive of taxes, which will be charged as applicable. You agree to pay any taxes applicable to the use of the Subscription Service and the performance of the Consulting Services. You will not be liable for any taxes applicable to our gross revenue or net income. If you are a resident of the European Union (excluding Spain), please be advised that none of the fees include VAT, and we assume that you are registered for VAT purposes in your member state. Upon request, you will be required to provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT identification number before your transaction is processed, we will not issue any refunds or credits for any VAT charged. If you are subject to GST (Goods and Services Tax), please be aware that none of the fees include this tax. In the event that you are required to deduct or withhold any tax, you must pay the corresponding amount required by law and pay us an additional amount so that we receive full payment without any deduction or withholding.

6. Use and limitations of use

a. Acceptable Use. You must comply with our Acceptable Use Policy (“AUP”) described at https://sozialens.com/legal/acceptable-use-policy.

b. Prohibited and Unauthorized Use. You may not: (i) use or launch any automated system (including “robots,” “crawlers,” or “offline readers”) that sends more requests to our servers in a given period than a human would reasonably produce in the same period using a conventional web browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other user’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) gain access to the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited under this Agreement; (vi) reverse engineer, decompile, disassemble or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs of the Platform, as well as translate, modify or create derivative works of the Platform, the Subscription Services or any part thereof, except as permitted by applicable law; (vii) copy/reproduce, lend, sell, rent, sublicense, broadcast, distribute, edit, transfer to third parties or provide access to the Platform, as well as adapt the Subscription Services or any part thereof in any way; (viii) create, collect, transmit, store, use or process any data through the Platform that violates applicable laws or infringes the intellectual property rights or other rights of any third party; (ix) access or use the Platform or the Subscription Services for the purpose of performing a competitive analysis or creating a similar or competitive product or service; (x) encourage or assist any third party to do any of the foregoing.

You may not use the Subscription Service if you are prevented from accessing or using the Subscription Service by the laws of the country in which you reside or from which you access or use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations, such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service in locations where communications are subject to such laws.

You must immediately notify us of any unauthorized use of your User IDs and passwords and your account by sending an email to: [email protected].

c. No Use of Confidential Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS CONFIDENTIAL INFORMATION. WE WILL NOT BE LIABLE IF YOU USE THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE CONFIDENTIAL INFORMATION.

d. Use of Communications Services. You agree to use the Communications Services only in accordance with all Terms and Conditions of Service specified by each Communications Service. We do not control the content, messages or information found on the Communications Services. We will have no liability with respect to the Communications Services or any actions resulting from your use of the Communications Services.

e. Third Party Sites and Products. Third Party Sites and Products are beyond our control. Third Party Sites and Products are provided to you as a convenience, and the availability of such Third Party Sites and Products does not imply our endorsement, support or warranty of such Third Party Sites and Products.

7. Subscription Term, Termination, Suspension

a. Term and Renewal. Your initial subscription period will be specified in your Order and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period or for one year. To prevent your subscription from being renewed, you must notify us within the time period specified in the “Subscription Types” section below.

The renewal price indicated in your Order will apply. This price will be subject to adjustment as specified in the “Fees and Payments” section above. If the renewal price is not included in your Order, the standard price available on our Pricing Page on the day of renewal will apply. If you use our Free Services, you will be able to enjoy them free of charge until before (a) the date on which your free subscription ends or (b) the start date of your paid subscription.

b. Early cancellation; no refund. You may choose to cancel your subscription early at your convenience. The Subscription Term will end on the expiration date, we do not provide refunds of prepaid fees or unused Subscription Fees, and you will immediately pay all unpaid fees through the end of the Subscription Term.

c. Termination for Cause. Either party may terminate this Agreement or any Subscription Services for cause as follows: (i) upon thirty (30) days' notice to the other party that a material breach has occurred, provided that such breach has not been cured by the end of the term; or (ii) immediately, if the other party enters into bankruptcy or any other proceeding involving bankruptcy, cessation of operations, liquidation, or assignment of assets to creditors. We may also terminate this Agreement for cause upon thirty (30) days' notice if we determine that you are acting (or have acted) in a manner that reflects negatively on or affects us, or our influencers or customers. Except for these reasons, the Agreement may not be terminated prior to the end of the Subscription Period.

d. Suspension for Prohibited Acts. We may suspend any User's access to any or all of the Subscription Services if: (i) the Subscription Service is used in any way that violates applicable local, national or foreign laws and regulations or violates the terms of this Agreement; (ii) Sozialens email service is used in a manner that results in excessive email bounces, spam complaints via comment platforms, direct spam complaints (upon our receipt of abuse reports) or requests to unsubscribe from a mailing list; or (iii) there are repeated attempts to post or upload material that infringes or is believed to infringe the copyright or trademark rights of any person or entity. We may review, edit, and remove without notice any Customer Information or Customer Materials that we determine in good faith violate these terms or the Acceptable Use Policy, provided that we have no obligation to pre-screen, screen, monitor, or edit Customer Information or Customer Materials.

e. Suspension for Non-Payment. We will send you a notice of non-payment for the amount you owe. Unless you pay the full amount, we may suspend your access to any or all Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service as long as you negotiate the applicable charges reasonably and in good faith and cooperate diligently to resolve the claim. If the Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Service.

f. Suspension for Immediate Damage. If your website using the Subscription Service is: (i) being subject to denial-of-service attacks or other disruptive activity, (ii) being used to engage in denial-of-service attacks or other disruptive activity, (iii) creating a security vulnerability for the Service or third parties, (iv) consuming excessive bandwidth, or (v) causing harm to our Company or third parties, then upon notice to you by electronic or telephone, we may suspend access to the Subscription Service. We will use reasonable efforts to limit such suspension to the affected portion of the Subscription Service and to promptly resolve the cause(s) for which we have suspended the Subscription Service. Nothing in this clause limits our right to terminate for cause as set forth above if we determine that you are acting (or have acted) in a manner that reflects negatively on or affects us, our prospects or customers.

g. Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason and at any time without notice. We may terminate your subscription to the Free Services for lack of activity.

h. Consequences of Termination or Expiration. If your Subscription Service terminates or expires, we will continue to provide you with our Free Services. However, this may not be the case if your Agreement has been terminated for cause. You may request deletion of your Sozialens account upon expiration or termination of your subscription by sending a request to [email protected]. You will continue to be bound by this Agreement as long as you continue to access your Sozialens account.

Upon termination or expiration of this Agreement, you will cease using the Subscription Service and Influencty Content and, upon our request, provide us with written confirmation that you are not using the Enriched Data (unless, of course, you have a source other than the Subscription Service for such Enriched Data). We may or may not provide you with the opportunity to retrieve Customer Information after termination or expiration of the Agreement depending on the type of subscription in effect, as specified in the “Retrieval of Customer Information” section below. If you terminate this Agreement for cause, we will promptly refund to you upon termination any unused, prepaid fees for use of the Subscription Service. If we terminate this Agreement for cause, you will immediately pay all unpaid fees owed through the end of the Subscription Term. No other fees will be refunded under any other circumstances.

C. TERMS OF SUBSCRIPTION TYPES

1. Types of Subscription.

We offer three main types of subscriptions: (1) Full-Service Subscriptions, (2) Limited-Service Subscriptions, and (3) Free Subscriptions. Different terms apply depending on the type of subscription you purchase. In this section, we will discuss these differences. Unless otherwise agreed in an Order, the following types of subscriptions apply to the specified products:s

(1) Full-Service Subscriptions: Full-Enterprise products that are not Limited-Service Subscriptions.

(2) Limited-Service Subscriptions: Any subscription plan, except the Enterprise plan.

(3) Free Subscriptions: All other products for which you do not pay a Subscription Fee and which we do not mention in this “Subscription Types” section.

2. Limit.

The limitations that apply to your subscription will be specified in the Order Form, in this Agreement, or on our Pricing Page, and in the case of our Free Subscriptions, these limits may also be designated only from within the product itself. You must be 18 years of age (or 20 if you are subject to the laws of Japan) or older to use the Subscription Service.

In the case of our Full Service Subscriptions, if we make changes to the limits set forth on the Pricing Page, and these changes could adversely affect you, these changes will not apply until the renewal of your next Subscription Term. Upon renewal, the usage limits in effect for the products on our Pricing Page will apply to your subscription, unless you and we agree otherwise.

In the case of our Limited Service Subscriptions, we may change the limits that apply to you at any time and in our sole discretion.

For Free Subscriptions, we may change the limitations that apply to your use at any time, in our sole discretion and without notice, regardless of whether or not these services are used in conjunction with other products or services for which you pay a fee.

3. Change plan to a lower plan or Downgrade.

For our Enterprise products, you will not be able to downgrade your subscription and in order to avoid additional charges, you will need to anticipate your needs and purchase the appropriate Subscription Service level. For our Limited products, you will be able to downgrade your subscription twice per month and always 5 days before the start of the next Subscription Period, as specified in the “Fee Adjustments at Renewal” section above.

4. Modifications

In order to provide you with a satisfactory experience, we periodically modify the Subscription Service, such as by adding or removing features or functionality. For our Full Service Subscriptions, any changes to the services will not materially reduce the benefits you receive during the Subscription Term. For our Limited Service Subscriptions and Free Subscriptions, we may make changes that materially reduce the benefits you receive during the Subscription Term.

5. Customer technical support

If you pay a Subscription Fee for the Basic or Proffesional edition of our products, you will receive email and in-app technical support at no additional cost. If you pay a Subscription Fee for the Business or Enterprise edition of our products, you will receive phone, email, and in-app technical support at no additional cost. Phone support for Business or Enterprise edition subscriptions is available Monday at 8:00 AM - Friday at 8:00 PM CET (Central European Time), with reduced hours during Spanish public holidays. We accept email and in-app technical support inquiries 24 hours a day, 7 days a week. Email inquiries can be submitted using the help widget in the bottom right corner of your account or at the following link: https://help.sozialens.com/en. Email and in-app responses are provided during phone support hours only. We aim to respond to support inquiries via email within the next business day, although in practice the response is usually quicker. We do not guarantee or commit to any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting or have acted in a manner that constitutes misuse of support or abuse of Sozialens representatives. Issues arising from your use of the APIs or modifications you make to the code in the Subscription Service may be outside the scope of support. We will only provide support for integrations that are compatible with Sozialens as indicated in the app.

If you do not pay a Subscription Fee, support is provided through our Help Center available at: help.sozialens.com.

6. Notice of non-renewal

Your subscription will automatically renew as set forth in the “Term and Renewal” section.

Unless otherwise specified in your Order, to prevent a Full Service Subscription from renewing, you or we must provide written notice at least ten (10) days before the end of the Subscription Period.

Unless otherwise specified in your Order, to prevent a Limited Service Subscription from renewing, you or we must provide written notice of non-renewal, and such notice must be received before the next renewal period begins.

If you decide not to renew your subscription, you may send us this non-renewal notice to tell us that you do not wish to renew, you may turn off automatic renewal by accessing the billing section in your Sozialens account, or you may follow the steps specified here, as applicable.

To prevent the continuation of a Free Subscription Period, you or we may close the account.

7. Retrieving customer information

For our Full Service Subscriptions, provided you do not owe any payments, we will provide you with temporary access to the Subscription Service to retrieve or make copies of all Customer Information then in our possession or control, but you must submit a written request within thirty (30) days of termination or expiration of your Subscription. If we provide you with temporary account access, you may be required to pay a reactivation fee. We may deny you access to Customer Information until you pay all outstanding payments. After thirty (30) days of termination or expiration of your Subscription, we are under no obligation to retain or provide Customer Information, and, except as prohibited by law, we may delete all Customer Information in our systems or otherwise under our control.

For our Limited Service or Free Subscriptions, we will not provide you with access to Customer Information upon termination or expiration of your subscription.

D. PRODUCT INFORMATION

For important information about our products, please visit our Sozialens Product Information page here. For privacy information in relation to the Subscription Service, please see our Product Privacy Policy here.

E. GENERAL LEGAL TERMS

1. Customer Information/Customer Data

a. Sozialens Limitations. We will not use or allow anyone else to use Customer Information to contact any person or company, except as otherwise directed or permitted by you. We will only use Customer Information to provide the Subscription Service and Consulting Services to you, and only as required by applicable law, this Agreement, and our Product Privacy Policy. If you have engaged one of our partners who participate as an Agency Partner, we may monitor that partner's activity on your Sozialens account and collect information related to your subscription that is available to your partner for the purposes of managing and improving the Sozialens Agency Partner Program. We will not use Contact Information for our own marketing purposes.

b. Aggregate Information. We will monitor the use of the Subscription Service by all of our customers and use the information we collect on an anonymous and aggregate basis. You agree that we may use and publish such information, provided that it does not include Customer Information or information that identifies you. However, we may use Customer Data as part of internal data processes to develop and improve Enriched Data. Under no circumstances will Customer Data be disclosed or provided to other customers or third parties under these internal data processes. For clarity, if Customer Data is provided to other customers or third parties, it will be done so on an aggregated and anonymous basis.

c. Safeguards. The terms of the Data Processing Agreement, “DPA,” are incorporated herein by reference and will apply to the extent Customer Data includes Personal Data as defined in the DPA. We will take all commercially appropriate administrative, physical, and technical safeguards to protect Customer Information as described in the DPA.

2. Sozialens Property Rights

This Agreement allows you to access and use the Subscription Service. No software license is granted to you through this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws and are owned and operated by us or our licensors (if any), and we reserve all proprietary rights. You agree that you will not copy, rent, lease, sell, distribute or create derivative works, in whole or in part, by any means, relating to the Sozialens Content, the Subscription Service or the Consulting Services, except with our express written permission. Our trademarks include, but are not limited to, Sozialens, and you may not use any of them without our prior written permission.

If we make Rich Data available to you, you may only use such data in connection with your use of your Subscription Service; unless, of course, you have a source other than the Subscription Service for such Rich Data. Enriched Data may be made available to you based on Customer Information, but we will not use your Customer Information to enrich third party data, except as described in the “Aggregate Information” section above. The Enriched Data we provide may be obtained from or through third party service providers or public sources.

We encourage all of our customers to provide feedback on the Subscription Service or Consulting Services, send us suggestions for improvements, and vote on their preferred suggestions. You agree that such feedback and suggestions will not be confidential and that we have the right to use and incorporate them into the Subscription Service or Consulting Services without payment or credit to you.

The Subscription Service for obtaining influencer information is conditional on the use of such information in the form in which it is generated by the service, respecting its format and all graphic elements thereof. In particular, the Client must always include the expression “Powered by Sozialens” and the Sozialens logo on any medium or medium for the use of any graphic or element.

Both parties acknowledge that the information is generated automatically through the Subscription Service, from third-party sources, not generated or controlled by Sozialens. Consequently, Sozialens undertakes to treat the information obtained with all the technical guarantees at its disposal, but cannot guarantee the integrity or accuracy of the data displayed.

3. Client's Property Rights

As agreed, you own and retain all rights in the Client Materials and Client Information. This Agreement does not grant us any ownership rights in the Client Materials or Client Information. You authorize us and our licensors to use the Client Materials and Client Information only as necessary to provide the Subscription Service and Consulting Services to you and in accordance with this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another person, then you represent and warrant that you have all sufficient and necessary rights and permissions to act as such person.

4. Confidentiality

Recipient must: (i) protect the confidentiality of the Confidential Information using the same care that it uses for its own confidential information of a similar nature, but within reasonable limits; (ii) not use the Confidential Information for any purpose other than within the scope of this Agreement; (iii) not disclose the Confidential Information to any third party (except to our third party service providers); and (iv) restrict access to the Confidential Information to its employees, contractors, consultants and representatives.

Upon notice to the Disclosing Party, Recipient may disclose Confidential Information as required by any national or local law, statute, rule or regulation, court order or legal process.

5. Advertising

You grant us the right to add your name and company logo to our customer list and website.

6. Compensation

You shall indemnify, defend and hold us harmless, at your expense, from and against any third party claim, suit, action or proceeding (an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors and affiliates) by a third party not affiliated with us, to the extent such Action is based upon or arises from (a) your unauthorized or unlawful use of the Subscription Service; (b) your failure to comply with or breach of this Agreement; (c) your use of Third Party Products; or (d) unauthorized use of the Subscription Service by any person using your User Information. We will: notify you in writing within thirty (30) days after becoming aware of such claim; give you sole control of the defense of such claim; and provide you (at your expense) with all information and assistance you reasonably request to manage the defense or claim. You shall not agree to any agreement that (i) imposes an obligation on us; (ii) requires us to admit any facts; or (iii) imposes liability not covered by these indemnities or imposes restrictions on us without our prior written consent.

7. Legal notices; limitations of liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS ABOUT, AND DO NOT WARRANT, THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA AVAILABLE FROM SUCH SERVICE, SOZIALENS CONTENT, OR CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, SOZIALENS CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" AT ALL TIMES, WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. Exclusion of indirect damages. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUES OR BUSINESS OPPORTUNITIES; HAVING SAID THAT, THESE LIMITATIONS WILL NOT APPLY IF YOU USE ONLY THE FREE SERVICES.

c. Disclaimer of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM THE OBLIGATIONS IN THE “INDEMNIFICATION” SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IN THE EVENT THAT, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, ONE PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER OR A THIRD PARTY, THE PARTIES AGREE THAT A PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE DURING THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. HOWEVER, THESE LIMITATIONS WILL NOT APPLY IF YOU USE ONLY THE FREE SERVICES AND, IN THIS CASE, IF WE DETERMINE THAT YOU OR A THIRD PARTY IS LIABLE DUE TO YOUR USE OF THE FREE SERVICES, OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED (100) EUROS.

d. Third Party Products and Content. THE SOZIALENS PLATFORM MAY CONTAIN INFORMATION PROVIDED BY INFLUENCERS AND THIRD PARTY SOURCES, SUCH AS CERTAIN SOCIAL MEDIA PLATFORMS. SOZIALENS PROCESSES, AGGREGATES, ANALYZES SUCH INFORMATION AND DISPLAYS IT ON THE SERVICES. SOZIALENS DOES NOT VERIFY THE INFORMATION AND DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION IS TRUE, CURRENT OR ACCURATE. WE DISCLAIM ALL LIABILITY FOR THIRD PARTY PRODUCTS AND CONTENT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THIS AGREEMENT. CUSTOMER AGREES NOT TO VIOLATE ANY APPLICABLE LAWS OR RIGHTS OF THIRD PARTIES WITH RESPECT TO SUCH INFORMATION.

e. Acceptance of Limitation of Liability. YOU UNDERSTAND AND AGREE THAT WITHOUT YOUR CONSENT TO THIS LIMITATION OF LIABILITY, WE WILL NOT BE ABLE TO PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

f. Loss of Right of Withdrawal. THE SUBSCRIPTION SERVICES OFFERED BY SOZIALENS ARE CONSIDERED DIGITAL CONTENT (APPS, DIGITAL SOFTWARE) THAT ARE NOT PROVIDED ON A MATERIAL MEDIA. YOU UNDERSTAND AND ACCEPT THAT YOU LOSE YOUR RIGHT TO WITHDRAWAL ACCORDING TO ARTICLE 103.M OF LAW 3/2014, OF MARCH 27, WHICH AMENDS THE CONSOLIDATED TEXT OF THE GENERAL LAW FOR THE DEFENSE OF CONSUMERS AND USERS AND OTHER COMPLEMENTARY LAWS, APPROVED BY ROYAL LEGISLATIVE DECREE 1/2007, OF NOVEMBER 16 AND ARTICLE 16.M OF DIRECTIVE 2011/83 / EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL, OF OCTOBER 25, 2011, ON CONSUMER RIGHTS, WHICH AMENDS COUNCIL DIRECTIVE 93/13 / EEC AND DIRECTIVE 93/13 / EEC 1999/44/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL AND COUNCIL DIRECTIVE 85/577/EEC AND DIRECTIVE 97/7/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ARE REPEALED.

8. Several

a. Modification; No Waiver. We may update and change any or all of these Customer Terms of Service, including the plans and pricing associated with your use of the Subscription Service, but your plans and fees will not change during the Subscription Term, except as explained in the “Fees and Payments” section above. If we update or change these Customer Terms of Service, the updated version of these Customer Terms of Service will be posted at https://sozielans.com/legal/general-terms-service-conditions and you will be notified by email or in-app notification. The updated version of the Customer Terms of Service will be effective and binding on the next business day after it is posted. When we modify these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the latest version. If we make any updates or changes to the Product Information page, we will provide notice in our sole discretion. Updates to the Product Information page will be effective upon posting. We encourage you to periodically review these Customer Terms of Service.

If you do not agree to any modification to the Customer Terms of Service, you must provide us with written notice within thirty (30) days of receipt of notice of the modification. If you provide us with such notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service that predated the modification for the remainder of the current term. Upon renewal, the Customer Terms of Service that we posted on our website will apply.

No delay in exercising any right or remedy or failure to object will constitute a waiver of such right or remedy or any other right or remedy. An occasional waiver will not constitute a waiver of any future right or remedy.

b. Force Majeure. Neither party shall be liable for failure or delay in performance if the cause is: an act of war, hostility or sabotage; Force majeure, power, internet or telecommunications outage not caused by the party involved; government restrictions; or any other event beyond the reasonable control of the party involved. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

c. Allowed Actions. Except for actions for nonpayment or breach of a party's property rights, no action, regardless of form, arising out of or in connection with this Agreement may be brought by either party more than one (1) year after the cause of action arose.

d. Relationship between the parties. You and we agree that there is no relationship between the parties involving a joint venture, partnership, employment or agency.

e. Compliance with Law. The provision of the Subscription Service and Consulting Services, and the processing of Customer Information, will be in accordance with Spanish law. We reserve the right at all times to disclose any information that is necessary to respond to a law, regulation, legal process or governmental request. You must comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You may not directly or indirectly export, re-export or transfer the Subscription Service or Consulting Services to prohibited countries or persons or permit use of the Services by prohibited countries or persons.

f. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable under applicable law, then the provision will be deemed superseded by a valid, enforceable provision that best reflects the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Notices. Notice will be sent to the contact address set forth herein and will be deemed given as of the date received.

To Sozialens, S.L., Paseo De La Castellana, 194 - BJ B Madrid (28046), Madrid, España CIF B70690953., Attention: Legal Department.

To you: your address, as provided by you in your Sozialens Subscription account information. We may send electronic notices by general notice through the Subscription Service and we may also send notices specifically to you by email, to the addresses is registered to you in our account information, or through the Subscription Service notification center. We may notify you by phone calls to the phone numbers on file with your account information. You must keep all of your account information up to date.

h. Entire Agreement. This Agreement (including each Purchase Order or Special Terms), together with our Privacy Policy (herein), the Product Privacy Policy, and the Acceptable Use Policy constitute the entire agreement between us for the Subscription Service and Consulting Services, and supersedes any other proposals and agreements, whether electronic, oral, or written, that may exist between us. We object to and reject any additional or different terms you propose, including those contained in your purchase order, acceptance, or website. Our obligations are not dependent upon the delivery of any functionality or feature of the Subscription Service, nor are they dependent upon any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We may offer versions of this Agreement in languages other than English. If so, the English version of this Agreement will govern our relationship, and the translated version is provided for your convenience only and will not be construed as a modification of the English version of this Agreement.

i. Assignment. You may not assign or transfer this Agreement, including any assignment or transfer in connection with a merger, reorganization, sale of all or substantially all of your assets, change in control, or operation of law, without our prior written consent, which will be given within reason. We may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change in control, or operation of law.

j. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to, or shall, confer upon any person or entity other than this Agreement any right, benefit, or remedy of any kind under this Agreement.

k. Service Agreement. This Agreement represents a contract for the provision of services and not a contract for the sale of goods or products.

l. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that this Agreement is binding upon such party and enforceable in accordance with its terms.

m. Term. The following sections shall survive the expiration or termination of this Agreement: “Definitions,” “Fees and Payments,” “Prohibited and Unauthorized Use,” “No Early Termination; No Refund,” “Termination for Cause,” “Suspension for Prohibited Acts,” “Suspension for Nonpayment,” “Suspension for Immediate Damage,” “Suspension and Termination of Free Services,” “Consequences of Termination or Expiration,” “Recovery of Customer Information,” “Sozialens Proprietary Rights,” “Customer’s Proprietary Rights,” “Confidentiality,” “Advertising,” “Indemnification,” “Disclaimers; Limitations of Liability,” “Miscellaneous,” and “Contracting Entity and Applicable Law.” In addition, the “Alpha/Beta Services” section of the Product Information page and the “Collaborative Data or Crowdsourcing” section of our Product Privacy Policy will survive any expiration or termination of this Agreement.

n. Priority. In the event of a conflict between the terms of this Agreement and a Purchase Order, the terms of that Purchase Order will govern, but only for that specific Purchase Order.

F. JURISDICTION-SPECIFIC TERMS

1. Applicable law and competent jurisdiction

This Agreement is subject by agreement of both parties, the Client and Sozialens, to the Spanish legal system. The Client and Sozialens, expressly waiving any jurisdiction that may apply to them under the law, submit to the jurisdiction of the Courts and Tribunals of the city of Madrid.