In this Agreement, the following terms are to be understood as follows:
Application: Social Seeder’s cloud-based software Application made available to the Licensee within the framework of this Agreement’s (hereinafter also Social Seeder) implementation
Social Seeder: A company incorporated under Belgian law, with its head office at Schaliënhoevedreef 20-T, B-2800 Mechelen, and with company number VAT-BE 0524.991.813 (hereinafter also Licensor). As well as the software offered by Social Seeder. Social Seeder can therefore be both Application and Licensor, depending on the context.
Licensee: any natural or legal person purchasing or wishing to purchase the Application under the terms and conditions set out in this Agreement (hereinafter: “You” or “Your”).
End user: any natural person using the Application on behalf of the Licensee and in accordance with the rights granted to the Licensee (hereinafter also referred to as “You” or “Your” which may therefore be both End User and Licensee depending on the context).
Social Seeder reserves the right to unilaterally revise or update the Terms and Conditions periodically. Each revision shall take effect as soon as the new Terms and Conditions are placed on the website. The End User understands and accepts that continued use of the Application after publication of the new Terms and Conditions implies consent to the changes. You are responsible for periodically reviewing the Terms and Conditions.
This Agreement includes the entire agreement between the Parties with regard to the Application’s possession and use. It serves to replace any previous agreement between the Parties regarding this matter. Any derogation from or addition to this Agreement shall only be valid to the extent that a mutual written agreement is reached.
Object of the agreement
The Licensor grants the Licensee the non-exclusive right to use the software (or service or SaaS) of Social Seeder for the duration agreed between parties in accordance with the provisos set out in this Agreement and the order form or the price quotation.
Social Seeder, is a tool which the Licensor makes available to the Licensee to write to ambassadors requesting them to share content through the ambassadors’ social media and to monitor these results.
This Agreement governs the Licensee’s right to use the Application and its functionalities and services. The Licensee may grant the right of use to End Users at its responsibility. The rights and obligations under this agreement also apply to the End User. The Licensee is liable for the acts, conduct and all actions relating to the Application for any person to whom it has directly or indirectly granted access to the Application. Social Seeder may refuse an End User should there be convincing reasons to do so.
Pursuant to payment by the License fee and subject to the terms and conditions of this Agreement, Social Seeder grants the Licensee and End Users a non-transferable, non-exclusive, worldwide usage right to the Social Seeder Application that cannot be sublicensed. Any other use or operation not expressly conferred on the Licensee and End User in this Agreement shall not be permitted without the express written consent of Social Seeder.
The Licensee shall not reverse engineer, disassemble or decompile, or in any way attempt to obtain the source code or structural framework of the Application, except and solely where permitted by the relevant legislation. The Licensee shall not be entitled to modify the Application or make any derivative work. Nor is the Licensee entitled to sell, grant, distribute, (sub)license, rent, lease, loan or transfer the Application in whole or in part or to do such for rights granted it in any manner whatsoever. Nor may it disclose the Application to a third party without the prior written consent of Social Seeder.
Obligations of the End User
Every End User must register his or her user account in order to use the Application. The End User is presumed to have given a correct, truthful, current and complete representation. Depending on the End User’s capacity, it may be absolutely essential that certain information be provided. This obligation is applicable to both the initial creation of the User Profile and its future use. It is the sole responsibility of the End User to correct or delete obsolete information.
Each User Profile is strictly individual, personal and confidential. A User profile is not transferable to third parties without the express permission of Social Seeder. The End User is exclusively responsible for all User Profile-related actions, and is likewise required to safeguard the User Profile’s confidentiality, to include login data. Any violation of confidential nature must be reported to Social Seeder so that the necessary measures can be taken.
Social Seeder does not actively monitor the User Profiles created, but reserves the right to take appropriate measures in cases where this is required.
Restrictions on usage rights
The usage is restricted in the sense that this use may not conflict with our Terms and Conditions, applicable law, third party rights and generally accepted principles with regard to the internet. The following actions are therefore also absolutely prohibited:
- The End User’s use of software programmes purposed for the collection and acquisition of data is prohibited. These programmes include spiders, crawlers, robots and analogous software, but this is, of course, not an exhaustive list.
- Using the Application and its data to spam, send chain letters, junk mail and/or analogous alternatives is prohibited.
- Stalking and or the attempt to persuade End Users of political and/or religious convictions is prohibited.
- Naturally, unauthorised access to User profiles that belong to other Users is prohibited.
- Use of false identification and/or false data during registration is prohibited.
Should End Users be able to add content via the Application, we can in no way whatsoever countenance content bearing the following characteristics:
- Any form of content that can be considered inappropriate and/or unlawful. Content that is illegal, unlawful, harmful, misleading, threatening, insulting, excessively obscene, child pornography, offensive, racist and/or content generally contrary to public order and common decency that has already been deemed as inappropriate. This content does not necessarily need to be in conflict with applicable law or the rights of third parties to be considered inappropriate.
- Dissemination of content that result in damage to other Application Users. This includes a ban on the spread of malicious software such as computer viruses, malware, worms, trojans and cancelbots.
- Content that violates the intellectual rights and portrait rights of other Users and/or third parties.
- Content resulting from, referring to and/or encouraging perpetration of criminally sanctionable offences.
- Content that is entirely irrelevant in view of the Application’s objective.
The Social Seeder Application is exceptionally and solely suited to distribute storified content (or have it distributed), in the broadest sense of the term. Social Seeder forbids the Licensee from using Social Seeder Application for any form of mere price and product communication (tactical promotions, last-minute actions, temporary price advantages, special offers, etc.).
However, this prohibition does not apply to conducting Social Selling Campaigns. These are campaigns in which the sales staff share campaigns with a more commercial orientation on their social networks.
The End User must refrain from making any use of the Application and the additional services that is significantly higher than the use by an average End User: known as excessive use. Excessive use must be avoided due to the risk of damaging the network or causing a system overload of the Application and services. In case of excessive use, Social Seeder shall inform the End User of this and take the necessary steps to reduce use. In the event that the overload is of a structural nature, the Parties shall enter into mediation to seek a solution should Social Seeder make a written request to this effect. Social Seeder reserves the right to suspend its obligations by virtue of these Terms and Conditions to guarantee the usage quality of other End Users.
Maximum number of unique ambassadors
Each License (starter, pro, pro+, and Enterprise) as well as each one-off campaign is linked to a maximum number of unique ambassadors. A unique ambassador is any person invited by a customer via the Social Seeder tool to share a message on his or her social media. Whether or not this person actually shares or will share messages does not decisively determine the number of unique ambassadors.
Social Seeder reserves the right to take all reasonable and appropriate measures should the End User act in violation of the user terms and conditions and obligations known to it, applicable legal rules, third party rights or generally accepted rules of internet conduct. Social Seeder retains a wide margin of discretion regarding the taking of sanctions and remedial measures and the scope of these measures.
Social Seeder has, among other things, the option to temporarily and/or permanently suspend the right of use, as well as to delete a User Profile. In addition, Social Seeder can limit the End User’s general access to and access to functionalities of the Application, either fully or in part and either temporarily or permanently. The deletion of a User Profile may imply the (future) deletion of all content added. These measures may be taken without prior warning and/or notification should the situation so require. The User shall under no circumstances be entitled to claim repayment or compensation for the measures taken.
Should the End User be of the opinion that Social Seeder has taken these measures in error, Social Seeder shall include these arguments in its assessment without being obliged to nullify the original measures.
Proper functioning, security and accessibility
You can be assured that we offer a user-friendly Application that is safe for every user. Social Seeder guarantees uninterrupted availability of the software. Social Seeder has taken all the technical, non-technical and organisational measures reasonable and necessary to guarantee this commitment. To the greatest extent possible, interruptions and outages are always repaired in short order. These obligations qualify as an obligation of means.
We are entitled to at all times limit and/or temporarily interrupt access to our Application, in part or in full, without the need to provide any advance notice. We shall, in principle, only do this if circumstances so warrant, but this is not an absolute condition.
The Licensee can rely on the proper functioning and secure nature of Social Seeder. Within the limits of what it can do, Social Seeder has also at this level taken all the technical, non-technical and organisational measures necessary and reasonable to guarantee this proper functioning and secure nature. In addition to preventive measures, Social Seeder also takes all reasonable and possible remedial measures as soon as the proper functioning and secure nature of Social Seeder is jeopardised. Social Seeder undertakes to take all possible, reasonable measures with regard to the data uploaded in order to protect against accidental or unlawful destruction, accidental loss, editing, unauthorised disclosure and other such access. Social Seeder guarantees that the Customer shall be immediately informed of the potential risks and actions to be taken.
The Licensee declares him or herself to be aware of the specified hardware, (browser) software and ICT resources required to properly gain access to the services. The equipment and software used must comply with Social Seeder’s clearly communicated system requirements. The Customer is solely responsible for taking all possible measures to obtain access to the service.
The Customer can only use the software and services for lawful purposes and within the scope of the original objective of this agreement.
The Customer is the sole party fully liable for any data content processed using the software. Social Seeder does not monitor or take cognizance of the data added. Should the software be used to process data that is not in accordance with the original objectives, Social Seeder is entitled to temporarily or permanently suspend the service provision immediately and without prior notice of default, without this affecting the further implementation of this agreement.
Social Seeder guarantees the customer support by providing information and advice on the use of the software and/or certain functionalities.
The support is to be requested by telephone and/or via e-mail and/or via a website or helpdesk and/or via live chat. Social Seeder guarantees that it shall send an acknowledgement of receipt within 30 minutes of the request.
This support is only guaranteed during working hours, from 9 a.m. to 6 p.m. on working days. Working days are understood to be Monday through Friday, with the exception of Belgian national public holidays.
The content of our Application is mainly added by our Users and authorized third parties, whether or not through automated processes. Our Application may therefore qualify as User Generated Content (UGC). We take the utmost precautions with regard to data appearing on the Application so that it may qualify as complete, correct, up-to-date and accurate. However, we cannot give absolute guarantees regarding the quality and quantity of information on our Application and are therefore not liable for (direct and indirect) damage that the User suffers as a result of the information on the Application. This concerns an obligation of means on the part of Social Seeder, in which all necessary and reasonable measures are taken. Social Seeder is not obliged to check content prior to installation or to carry out extensive a posteriori checks.
Should any content on our Application constitute a violation of our Terms and Conditions, applicable legislation and/or a violation of the rights of third parties and/or is simply found to be unacceptable, we kindly request that you notify us as soon as possible. We will quickly take the appropriate measures by making (full or partial) changes, supplements or deletion.
The User and authorised third party uploading content to the Application is responsible for always uploading this content to the relevant and applicable web page, always in a language that is understandable to the other Application Users and that this content is not in any way misleading.
Our Application includes downloadable content, and every download from the Application shall, at all times, take place at the User’s own risk and sole responsibility. We are not liable for any possible damage caused by these downloads and the further use of these data.
Creativity deserves to be protected, as does our Application and its content. This protection is provided through intellectual property rights and is granted to all entitled parties, i.e. Social Seeder and third parties. Content is meant to be understood as the very broad category of photos, videos, audio, text materials, ideas, notes, sketches, articles and so forth. All this content is protected by copyrights, software rights, database rights, drawing and design laws and other applicable intellectual and other property rights. The technical nature of our Application itself is protected by copyright, software rights and database rights. Every trade name we use in our Application is equally protected by the applicable trade name rights or trademark rights. We request that our Users refrain from making use of and/or amending the intellectual property rights as described in this Article without the consent of the entitled party.
Any User uploading content to our Application is responsible for the intellectual property rights attached hereto. The User undertakes to in no way have its actions constitute an infringement of the intellectual property rights of any other party. Should the User commit a violation in the area of intellectual property rights, these can under no circumstances be attributed to Social Seeder. The User is therefore fully liable for any actual or legal consequences. Once again, we request your cooperation in reporting any violations of intellectual property to us so that we can take appropriate action. Notification may be sent to email@example.com
Fees and terms of payment
Right of use and the provision of service are granted subject to payment of a monthly or annual fee to Social Seeder. The rates and prices are as stated in the annex and always exclude VAT.
Based on the Agoria Index, these rates and prices are indexed automatically on the expiry of each annual period for contracts that run for more than a year’s time.
All invoices issued by the Provider shall be payable in cash within thirty (30) days of the invoice date. In the event of non-payment on the due date, late payment interest in the amount of the legal interest rate for late payment in commercial transactions (2016: 8.5%) applies. After sending a notice of default, a fixed amount of compensation for damages shall also be owed in the amount of 10% of the invoice amount, with an absolute minimum of EUR 150. This shall not affect the right of the Provider to request compensation for the additional costs associated with the non-payment.
Should the Customer have a late payment of more than two (2) months, Social Seeder is entitled to suspend its service provision without delay. Should the object of this agreement constitute a transfer of any form of ownership, the delivered products remain the exclusive property of Social Seeder until payment has been made in full by the Customer. Should it prove necessary, the Customer shall undertake to designate third parties for the retention of title.
Duration and termination
The licence agreement commences for the duration of one year at the time that the purchase order is signed or the price quotation is signed and accepted unless there is an express and written agreement with the licensor to the contrary. Except in the case of termination, the licence agreement is always automatically extended for a duration that is equal to that of the original contract’s duration.
At such time that the duration of the contract expires, the Licensee can terminate the Agreement by means of sending a notice by registered letter, in which case this notice must be sent to Social Seeder at least one (1) month before the contract duration expires, failing which, this agreement shall be extended for a period equal to the original contract’s duration. The notice can also be sent by email if Social Seeder confirms receipt of such email.
Social Seeder also has the possibility of terminating this agreement with immediate effect should the Licensee fail to observe any provision of this Agreement and on condition that Social Seeder sent the Licensee a notice of default by registered letter to enable the latter to remedy his or her failure within fifteen (15) days after this notice of default was sent.
Social Seeder’s maintenance task also ends if the Agreement is terminated. The Licensee shall compensate Social Seeder for any damage arising from a breach of the licence agreement.
This Agreement shall be ended automatically in the event of the Licensee’s bankruptcy, dissolution or liquidation.
Social Seeder may decide to temporarily block usage rights and services at any time and with immediate effect, should there be good reason for doing so, such as a breach of this agreement or legal obligations. Legitimate blocking does not give rise to any form of repayment, compensation or extension of the original useful life. Suspension also does not affect the Customer’s obligations under this agreement nor does it affect Social Seeder’s right to immediate termination.
Termination of the agreement means that the Customer’s access to the software and its processed data is deactivated. Social Seeder undertakes not to delete this data for at least sixty (60) calendar days following the deactivation.
Liability and indemnity
Social Seeder is liable for any major or minor contractual and/or extra-contractual failure attributable thereto caused during the performance of its obligations under this agreement. This liability is limited to the direct damage resulting from the failures. However, Social Seeder’s liability can at no time exceed the value of the services provided as invoiced in the last six (6) months prior to the claim.
Social Seeder is under no circumstances liable for any form of indirect damage as a result of the aforementioned failure. Indirect damage must be understood to mean at least the following damages, without this list being exhaustive: any form of consequential loss, lost profits, financial or commercial losses, increase in general costs, increased personnel costs, damage due to loss of clients, etc. Social Seeder is also not liable for any form of damage, destruction or loss of data or documents.
Social Seeder may use third parties to provide its services. Any shortcoming in this agreement that might be attributable to these third parties shall in principle fall under force majeure/external cause.
Any damage related to the use of Social Seeder to the Customer’s suggested state of affairs, equipment or software of third parties and damage related to the Customer’s engagement of suppliers suggested by Social Seeder is explicitly excluded.
Should, due to a contractual or extra-contractual failure, the Customer compromise Social Seeder’s liability, it must take all necessary measures to indemnify Social Seeder against any damage it may incur as a result.
The Licensee is responsible for abiding by the rules of the game and the terms and conditions of use applicable to publishing certain content through the Social Seeder Application to the platforms of various external parties (e.g., Twitter, Facebook, LinkedIn, Google+, Whatsapp, Instagram, Pinterest, etc.).
The Licensee is responsible for taking the necessary measures to protect the confidential nature of the received user data of the Social Seeder Application (e.g. Password, Username).
Social Seeder is not bound to fulfil its obligations in the event of force majeure and/or external cause. Force majeure is any situation where an external cause, force majeure or accident prevents a party from fulfilling its obligation. This means that it must concern an unforeseeable and unavoidable event, independent of Social Seeder’s intent and which constitutes an insurmountable obstacle to the fulfilment of the obligation or commitment.
In that case, all Social Seeder obligations arising from this agreement are partially or fully suspended for the duration of the situation, without this giving rise to any form of compensation or compensation for damages.
As soon as it appears that the force majeure and/or external cause is of a permanent nature and lasts for more than ninety (90) days, each party is entitled to terminate the agreement unilaterally, with immediate effect and by registered letter. In this event, work that has already been delivered by Social Seeder is charged proportionally to the Customer.
Parties agree that any confidential information that comes to their knowledge pursuant to this agreement shall remain confidential at all times. Confidential information is this information, which is communicated to the other party in writing and which is clearly indicated as confidential or which must reasonably be regarded as confidential.
Any breach of confidentiality jeopardises the liability of the party in breach. The party in breach also has the obligation to indemnify the other party against any damage, including legal action, which is the result of the breach.
Processing of personal data
Users who add information and append data to the Application are aware that these data may qualify as personal data within the meaning of the Belgian Law of 8 December 1992 on the protection of privacy and within the meaning of the European Regulation of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. Consequently, there must be a valid legal basis for the processing of personal data. The applicable legal grounds are set out in our Privacy Statement.
These Terms and Conditions shall be governed and interpreted exclusively in accordance with Belgian Law. Should there be any dispute regarding the execution of this agreement, the parties are expected to do everything possible to seek an amicable settlement. In the absence of an amicable solution, the dispute may be submitted to a centre for arbitration and mediation (such as CEPINA) or a competent court. Disputes fall under the jurisdiction of the Courts of the Judicial District of Antwerp.
Social Seeder may transfer or outsource its rights or obligations under this agreement to a subsidiary or a third party engaged for that purpose. Such third party shall be fully liable for the continued execution of the agreement. This may take place without the Customer’s permission and without any compensation for damages.
Derogations from this agreement are only valid insofar as these have been made by mutual agreement between the parties and are laid down in writing. Deviations from one or more provisions of these Terms and Conditions of Use shall not affect the functioning of the other provisions of these Terms and Conditions of Use.
The nullity or invalidity of a provision or of part of a provision of these terms and conditions has no impact on the operation of the other provisions. The disputed provision is regarded as self-contained and inapplicable. Social Seeder has the prerogative of replacing the provision in question with a valid provision of similar effect.
We reserve the right to modify, expand, limit or terminate our Application and the corresponding services at all times, without the exercise of such right requiring any prior notice to the User and without this being subject to any form of compensation for loss or damage.