Social Media Consulting Limited
This agreement (the “Agreement”) defines the relationship between Social Media Consulting Limited, being a private limited company incorporated in England and Wales under registration number 7358739 which operates the website http://www.sp-index.com (the “Site”) and referred to hereafter as “Social Media”, and you, being the person or business (be that an individual, firm or corporate entity) submitting an order and referred to hereafter as the “Customer”. Social Media provides online internet privacy and content searching and reporting related services (the “Services”) for the Customer in respect of the Customer or someone (such as the Customer’s child, a current or prospective employee of the Customer or an applicant to the Customer) that the Customer has designated to be the subject of the Services provided by Social Media (the “Subject Party”). This Agreement governs the Customer’s use of the Services and the Customer’s access and use of the Site and any associated domains accessed through use of the Site and all associated information and content. Where the Customer has signed a separate written agreement in respect of the Services, that agreement will prevail and govern over the terms of this Agreement in the event of any conflicts.
By accepting this Agreement electronically or in writing, and/or by using, accessing or browsing the Site or using the Services, including but not limited to submission of any content or information to Social Media, payment or authorisation of payment, the Customer agrees and consents to be bound by this Agreement in full. The Customer also agrees that the Customer’s electronic acceptance of this Agreement shall have the same force and effect as if the Customer had agreed to this Agreement in writing.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING THE SITE AND/OR ORDERING THE SERVICES, YOU AS THE CUSTOMER ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. YOUR USE OF THE SITE AND/OR THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
1.1 The Services Social Media provide are described on the individual pages for each service, which can be accessed through the Site. Social Media may change the description or content of the Services at any time.
1.2 Social Media does not guarantee or warrant that it will find or communicate to the Customer every example or all examples of online internet content about, as applicable, the Customer or the Subject Party that the Customer has designated as the subject of the searches to be undertaken by Social Media. Social Media, moreover, does not guarantee or warrant that the Services will enable any removal, alteration or improvement of any online internet content about, as applicable, the Customer or the Subject Party that the Customer has designated as the subject of the searches to be undertaken by Social Media.
1.3 If, following provision of the Services, the Customer or the Subject Party that the Customer has designated as the subject of the searches to be undertaken by Social Media contacts any third parties, including creators of unwelcome content, hosts of unwelcome content, and other parties who might have control or authority over such content, the Customer recognises that such contact may have unpredictable side-effects, including but not limited to negative responses from others.
1.4 The Customer agrees to provide the information required by Social Media to perform the Services, and understands that the better the information the Customer provides the better the searches which Social Media will be able to undertake. The Customer authorises Social Media to use the information the Customer provides to search the internet using any tools available. The Customer warrants that they have the necessary rights and permissions to distribute the information they provide to Social Media, and agrees to indemnify Social Media against any damages arising from the use of the information the Customer provides, whether due to copyright infringement, breach of privacy or any other reason.
1.5 The Services may change at any time. The methods used to provide the Services may change at any time. The pricing of the Services may change at any time. The Customer acknowledges that errors are to be expected in a technology-driven product. By accepting this Agreement, the Customer represents that they are aware that the Services are technology-driven and accepts that errors, bugs, delays and other problems could arise with the Services.
1.6 Whilst reports provided as part of the Services (“Reports”) are provided in good faith, Social Media does not accept any liability for any damages or losses arising from any inaccuracies contained in any Reports, from any omissions from any Reports, or from the use, misuse or distribution of the information contained in them. Any Reports issued by Social Media remain Social Media’s intellectual property, and without limitation are subject to copyright. Any Reports issued by Social Media to the Customer are for the confidential use of the Customer, and Social Media does not permit distribution of any Reports to any third party, or publication in part or in full, without its express written consent by a duly authorised representative.
1.7 The Customer must be 18 years or older to use the Services.
1.8 The Customer is responsible for maintaining the security of any account and password created or provided as part of the Services. Social Media can not and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation.
1.9 The Services are provided online over the internet. Reports provided as part of the Services are usually available within 48 hours of payment, however time of delivery shall not be of the essence of this Agreement and may not be made of the essence of this Agreement by notice. Any claim by the Customer which is based on any defect, omission or failure in respect of the provision of the Services shall be notified to Social Media within 7 days of the supply of any Reports. If the Customer does not notify Social Media accordingly, Social Media shall have no liability for such defect, omission or failure. Where any claim in respect of any Reports is notified to Social Media in accordance with this provision, Social Media may remedy the defect, omission or failure free or charge or, at Social Media’s sole discretion, refund to the Customer the charges paid by the Customer in respect of the Reports (or a proportionate part of such charges), but Social Media shall have no further liability to the Customer.
1.10 The Customer acknowledges that the system used by Social Media in respect of performing the Services is proprietary to Social Media.
1.11 The Customer acknowledges that the results of the searches which Social Media will undertake as part of the Services will deliver content over which Social Media has no control as it may be subject to production or interference by third parties. Therefore, Social Media provides no warranties or representations as to the accuracy of the results of the searches it performs and the content delivered by those searches.
1.12 Social Media provides no warranties or representations as to the suitability of the Services or any Reports provided through the provision of the Services for any particular purposes.
1.13 The Customer agrees and acknowledges that Social Media expressly advises that the Customer should not use the Services as the basis for any decision, personal, business or otherwise, and that Social Media shall not be liable for any losses suffered as a result of the Customer or the Subject Party doing so. The Customer accepts and agrees that Social Media does not warrant any decision taken by the Customer as a result of the Services to any extent whatsoever. Further, any Reports supplied by Social Media as part of the Services do not constitute any form of advice, recommendation or endorsement by Social Media and are not intended to be relied upon by the Customer in making or refraining from making any specific decision.
1.14 Due to Social Media beginning to set up and provide the Services immediately following completion of the Customer’s request for the Services, the Customer will not be permitted to cancel this Agreement as provided in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
1.15 Due to the nature of the Services, the Customer acknowledges and agrees that the value, accuracy and/or relevance of any Reports will diminish after they are delivered. In this context, Social Media does not guarantee that any Reports will retain any value, accuracy and/or relevance after delivery.
1.16 The Customer acknowledges and agrees that Social Media will only retain copies of all content and returns from searches utilised in the provision of any Reports to the Customer for a period of 60 days following any Reports being provided to the Customer, and that if the Customer does not request further services based on those Reports within that time that such content and returns will be deleted.
2. The Site and Proprietary Rights
2.1 As between Social Media and the Customer, all right, title and interest in the Site and all information it contains or may in the future contain, the system used by Social Media in respect of performing the Services, and any Reports provided as part of the Services (collectively referred to hereafter as the “Content”), including without limitation copyright, trade marks, services marks and other intellectual property rights, is the property of Social Media and is protected by intellectual property laws and international intellectual property treaties. Except as expressly provided hereafter, nothing contained in the Site shall be construed as conferring any licence or right, by implication or otherwise, under copyright or other intellectual property rights, to use the Site or the Content through the use of framing or otherwise, without the prior written permission of Social Media.
2.2 Subject to the Customer’s full compliance with this Agreement, the Customer is, subject to the other terms of this Agreement, hereby granted a non-exclusive, non-transferable, revocable, limited licence to view, download, print and use information retrieved from the Site, provided that: (i) it is solely for the Customer’s own lawful, personal, informational, non-commercial purposes; (ii) the Customer does not remove or obscure any copyright notice or other notices; (iii) the Content, or any part thereof, is not modified; and (iv) it is automatically done through the Customer’s browser software incidentally to using the Site and/or the Services. Except as expressly provided herein, no part of the Site, including but not limited to materials retrieved, their form and the underlying HTML code, may be used, reproduced, republished, copied, reformatted, displayed, reverse engineered, reverse assembled, transmitted, distributed, licensed, sold, resold or exploited in any form or by any means.
2.3 In no event shall materials from the Site be stored in any information storage and retrieval system without the prior written permission of Social Media.
2.4 The Customer understands and agrees that Social Media may alter, suspend or discontinue the Site and/or the Services and may change any information, features and functions of the Site and/or the Services at any time for any reason, without notice, cost or liability. The Customer further understands and agrees that from time to time the Site and/or the Services may be inaccessible, unavailable or inoperable for any reason, including without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Social Media may undertake from time to time; or (iii) causes beyond the control of Social Media or which are not reasonably foreseeable by Social Media, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. The Customer acknowledges and agrees that Social Media has no control over the availability of the Site or the Services on a continuous or uninterrupted basis.
2.5 The Customer shall be solely responsible for providing, maintaining and ensuring that all hardware, software, electrical and other physical requirements for the Customer’s use of the Site and the Services, including without limitation telecommunications and internet access connections and links, web browsers, bandwidth or other equipment, programs and services required to access and use the Site and the Services, are compatible with the Site and the Services.
2.6 The Customer acknowledges and agrees that nothing within the Site is, or shall be deemed to constitute, any advice, recommendation or endorsement. Information on the Site is provided for general information purposes and should not be relied upon by the Customer.
2.7 Social Media does not give any warranty or guarantee that the Site, any third party website or any information, content, material or data on the Site or any third party website is free from viruses, spyware, malicious software, trojans, worms, logic bombs or anything else which may have a contaminating, harmful or destructive effect on any technology. The Customer must ensure that they use appropriate virus checking software. Social Media is not responsible or liable for any loss or damage the Customer may suffer or incur in this regard where caused by any third party.
3. Acceptable Use Policy
3.1 Social Media does not allow the Services to be used for illegal activities, nor activities that Social Media deems improper for any reason whatsoever at its sole judgment. Social Media reserves the right to take preventative or corrective actions to protect itself and any third party. Social Media has therefore developed the acceptable use policy detailed hereafter (the “Policy”) as part of the Agreement to which the Customer and each other customer agrees at the time of initiation of the Services. The Policy helps customers identify activities that are illegal or may be illegal under certain circumstances, and to identify certain types of requests for which Social Media has decided not to provide the Services, even if the activities may be legal. Social Media reserves the right to revise or make exceptions to the Policy in order to reflect its changing needs. Social Media reserves the right to refuse the Services to anyone, or to refuse to perform the Services, at any time. Malicious or fraudulent use of the Services is absolutely forbidden.
3.2 Social Media may modify the Policy at any time without prior notice. Notice of revisions to the Policy will be posted on the Site. The Customer is responsible for regularly reviewing the Policy. No amendment to or modification of the Policy will be binding unless in writing and signed by a duly authorised representative of Social Media or posted to the Site by a duly authorised representative of Social Media.
3.3 The Customer must truthfully and accurately represent their identity in subscribing and using the Services. The Customer must be the same person in respect of whom the searches to be undertaken by the Company are intended, or if this is not the case the Customer represents and warrants that they have the Subject Party’s consent to searches being carried out in respect of them. The Customer represents and warrants that they are truthfully representing their identity and consents, and agrees to release and hold harmless Social Media for any loss or damage to them or the Subject Party resulting from a false or inaccurate representation of identity or consents. Further, the Customer agrees to indemnify Social Media from and against any loss or damage caused to Social Media resulting from fraudulent or malicious representations of identity or consents made to Social Media.
3.4 The Customer represents and warrants that all information the Customer provides in connection with the Services is correct and accurate to the best of the Customer’s knowledge. The ability of Social Media to locate on-line internet content concerning, as applicable, the Customer or the Subject Party is limited by the quality of information provided by the Customer. The Customer agrees to release and hold harmless Social Media from any loss or damage caused to the Customer resulting from inaccurate or false representations of information. Further, the Customer agrees to indemnify Social Media against any loss or damage caused to Social Media resulting from fraudulent or malicious representations of information made to Social Media.
3.5 If the Customer is subscribing to Services in respect of the “Parent” services provided by Social Media (described on the individual “Parent” pages, which can be accessed through the Site), the Customer must be the parent or legal guardian of the minor, being the Subject Party, for which the “Parent” services are purchased.
3.6 Despite Social Media’s active enforcement of the Policy, ultimately it is the responsibility of the Customer to ensure that all transactions comply with the Policy and the further guidelines detailed hereafter.
4. Transactions Covered by the Policy
The Policy covers all transactions with Social Media and use of the Services.
5. Violations of the Policy
5.1 Violating the Policy may result in temporary or permanent limitation of the Customer’s ability to use the Services. This includes removing or suspending access to Reports, limiting or removing access to any Services and closing account/s as required in Social Media’s reasonable business judgment to enforce the Policy. Additionally, customers whose accounts are permanently limited for violating the Policy are barred from future use of the Services, and such users are not permitted to open new or additional accounts under any name.
5.2 If the Customer has a question about whether their proposed or existing account violates the Policy, they can e-mail Social Media at: firstname.lastname@example.org
5.3 If the Customer encounters violations of the Policy, Social Media requests that they please report them to it immediately.
6. Limitation of Liability
6.1 The Customer agrees that they will hold harmless Social Media, and its officers, directors, and employees, from all claims arising out of or related to the Customer’s access or use of, or the Customer’s inability to access or use, the Services, the Site, or the information contained on the Site or other websites to which it is linked.
6.2 THE SERVICES, THE SITE, THE SOFTWARE USED IN PERFORMING THE SERVICES, THE REPORTS PROVIDED AS PART OF THE SERVICES, AND ALL RELATED AND ANCILLARY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SOCIAL MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SOCIAL MEDIA, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, THE SITE, THE SOFTWARE USED IN PERFORMING THE SERVICES AND THE REPORTS PROVIDED AS PART OF THE SERVICES, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SOCAL MEDIA DOES NOT WARRANT THAT THE SERVICES, THE SITE, THE SOFTWARE USED IN PERFORMING THE SERVICES OR THE REPORTS PROVIDED AS PART OF THE SERVICES WILL MEET THE CUSTOMER’S NEED OR BE FREE FROM ERRORS, OR THAT ACCESS TO THE SITE OR THE PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED.
6.3 SOCIAL MEDIA WILL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SOCIAL MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.4 WITHOUT LIMITATION, SOCIAL MEDIA DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, PENALTY OR DAMAGE OF ANY KIND WHATSOEVER RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO: (i) ANY ERRORS IN OR OMISSIONS FROM THE SITE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (ii) THE UNAVAILABILITY OR UNINTERRUPTED USE OF THE SITE OR THE SERVICES OR ANY PORTION THEREOF; (iii) DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS ON THE SITE OR THE SERVER THAT MAINTAINS THE SITE; (iv) ANY THIRD PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HYPERLINKS CONTAINED IN THE SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS THEREFROM; (v) THE CUSTOMER’S USE OF THE SITE OR THE SERVICES OR ANY RELATIONSHIP BETWEEN THE CUSTOMER AND A LINKED SITE OR ANY SERVICES, PRODUCTS OR ADVICE PROVIDED OR PERFORMED BY A LINKED SITE FOR THE CUSTOMER; AND (vi) THE CUSTOMER’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES. FURTHER, SOCIAL MEDIA DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE OR THE SERVICES.
6.5 THE ENTIRE LIABILITY OF SOCIAL MEDIA IN RESPECT OF ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE) IN RESPECT OF A SINGLE REQUEST FOR THE SERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE SUMS RECEIVED BY SOCIAL MEDIA FROM THE CUSTOMER UNDER THIS AGREEMENT IN RESPECT OF THAT REQUEST FOR THE SERVICES.
6.6 THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES.
6.7 Social Media does not guarantee the Services will be operable at all times or during any down time: (i) caused by outages to any public internet backbones, networks or servers; (ii) caused by any failures of the Customer’s equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond Social Media’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in internet services to an area where Social Media’s servers are located or co-located. Complete accuracy in all aspects of Reports provided as part of the Services is at all times also not guaranteed.
6.8 The Customer agrees to indemnify, hold harmless and defend Social Media at the Customer’s expense against any and all third party claims, actions, proceedings and suits brought against Social Media or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including without limitation reasonable legal fees and other litigation expenses) incurred by Social Media or any of its officers, directors, employees, agents or affiliates arising out of or relating to: (i) the Customer’s breach of any term or condition of this Agreement; (ii) the Customer’s fraudulent or malicious use of the Services; or (iii) the Customer’s violations of applicable laws, rules or regulations in connection with the Services. In such a case, Social Media will provide the Customer with written or electronic notice of such claim, suit or action. The Customer shall cooperate as fully as reasonably required in the defence of any claim. Social Media reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by the Customer.
6.9 Nothing in this Agreement will serve to limit or exclude Social Media’s liability for death or personal injury resulting from its own negligence, or for its fraud or fraudulent misrepresentation.
7.1 Payment for the Services is required in advance.
7.2 The price for the Services Social Media provide are described on the individual pages for each service, which can be accessed through the Site. Unless otherwise stated, all sums (including sums listed on the Site) are shown inclusive of any value added or sales tax.
8. Refund Policy
8.1 All sales in respect of the Services are final, subject to Social Media’s discretion. No refunds shall be given by Social Media for any amounts paid for the Services. Further, the Customer acknowledges and accepts the risk that Social Media may not succeed in finding all online internet content about, as applicable, the Customer or the Subject Party whom the Customer designates as the person about whom Social Media will undertake searches.
8.2 Further, the Customer hereby acknowledges that Social Media can not and does not make any guarantees or warranties, and the Customer therefore understands that they forego the right to dispute credit card charges on the grounds that Social Media has failed to deliver satisfactory services through its online internet-based business. The Customer therefore foregoes their right to dispute the credit card charges they incur with Social Media.
9. Modification of Agreement
Social Media reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Services, at any time, by posting the new agreement to the Site (or such other URL as Social Media may provide). The Customer is responsible for regularly reviewing the Agreement and related documents. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorised representative of Social Media or posted to the Site by a duly authorised representative of Social Media.
10. Dispute Resolution
In the event that the Customer has a problem or difficulty with Social Media or the Services please contact Social Media at email@example.com. The Customer must make a good faith effort to work out problems with Social Media directly before invoking legal process. Similarly, Social Media will make reasonable business efforts to work out problems directly with the Customer before it takes other steps.
11. Negative Comments
The Customer specifically agrees not to engage in negative comments, libel or slander regarding Social Media including but not limited to publishing, or causing to be published, complaints or derogatory comments about Social Media in any format, including but not limited to print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition Social Media will be entitled to liquidated damages in the amount of £5,000.00 for each publishing or posting. If said breach occurs on an internet complaint site each hit to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of £200.00 per occurrence. Further, Social Media shall be entitled to litigate this matter, and obtain money damages together with injunctive and punitive relief. The prevailing party to that litigation shall be entitled to an award of legal fees.
12.1 Social Media shall comply with all applicable data protection laws in the United Kingdom and other jurisdictions in which the Services are provided.
12.3 Social Media is committed to protecting the privacy of the Customer, and uses the information that it collects about the Customer to perform the Services and to inform them about other services Social Media provides.
13 Miscellaneous, Incorporation, Applicable Law and Venue
13.1 Social Media shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. Among many other factors, the Services depend heavily on privacy laws in the United Kingdom and other jurisdictions in which the Services are provided. The law can and is likely to change in the future and such changes are outside the control of Social Media. Social Media cannot predict the impact of future changes in the law. Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for Social Media to perform the Services offered.
13.2 A waiver by Social Media of any default is not a waiver of any subsequent default.
13.3 The Customer may not assign or otherwise transfer any of the Customer’s rights hereunder without Social Media’s prior written consent, and any such attempt is void.
13.4 All notices to be given to Social Media under this Agreement shall be sent to firstname.lastname@example.org.
13.5 Only Social Media and the Customer have the right to enforce this Agreement. Under the Contract (Rights of Third Parties) Act 1999, a third party is not able to enforce any part of this Agreement.
13.6 Social Media shall have the right to assign or otherwise delegate all or any of its rights or obligations under this Agreement to any person or entity.
13.7 This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between Social Media and the Customer concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
13.8 This Agreement shall be governed by and construed under the laws of England and Wales. In the event of any conflicts between foreign law, rules, and regulations, and English and Welsh law, rules, and regulations, English and Welsh law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in England and Wales.
API SERVICES DESCRIPTION
Social Media APIs are designed to empower developers to integrate its services into their applications, enabling them to access and leverage our platform’s capabilities programmatically.
An overview of the standard Application Programming Interface (API) services we offer, including their functionalities, endpoints, and usage guidelines is set out below, as well as any additional API TERMS of SERVICE.
Secure interaction with our platform is supported by various authentication methods. Our APIs require authentication using API keys, OAuth tokens, or other specified methods. OAuth 2.0 is our preferred authentication method, but API Keys, and username/password authentication is also possible.
Refer to individual API documentation for authentication details.
Social Media does not charge project fees for standard API implementations, but fees may be applied for specific customisation requirements.
Social Media supports its Customers through the planning & definition stage, accessing the necessary credentials, testing (including test scenarios) and the post go live after care.
License & Fees
Social Media grants to the Customer a non-exclusive, non-transferable licence to use the Site API and Services during the contract term for the sole purpose of accessing the services. Social Media does not charge license fees to access our live production environment. Fees are included in the price of our individual checks.
To ensure fair usage and system stability, we may apply rate limiting.
Detailed documentation for each API, including endpoints, request/response formats, and usage examples, can be found on our Customer Resource Portal
If you encounter any issues, have questions, or need assistance, you can contact our developer support team at email@example.com or raise a support ticket directly through our Decorum application.
A temporary, free of charge test environment is available during implementation projects and for 4 weeks after going live (the ‘bedding-in’ period). After the bedding-in period, a dedicated test environment can be made available by Customer request for the purpose of iteration testing and will incur license fees depending on factors such as the complexity of the API, the level of resources required, the hosting infrastructure, and the duration of access. Refer to TEST ENVIRONMENT LICENSE FEES below.
14 ADDITIONAL TERMS OF SERVICE RELATING TO API
14.1 By accessing or using the Social Media APIs (the “API”), Customer agrees to comply with and be bound by these additional API Terms of Service (“API Terms”). If Customer does not agree with these API Terms, it may not use the API.
14.2 The Customer accepts responsibility for the selection of the Services provided by Social Media to achieve the Customer’s intended results, and Social Media does not warrant the suitability or outcome of the Services in relation to any specific requirement.
14.3 API Projects: Social Media will use all reasonable endeavours to meet any delivery and/or other dates it has given to the Customer. In the event of any material delay Social Media will inform the Customer thereof as soon as reasonably practicable. In the event that the Customer needs to postpone agreed project plan date(s), for any reason other than the fault of Social Media, then the agreed payment profile shall continue to apply in relation to the previously agreed projected dates.
14.4 Where any payment is overdue (in the absence of genuine error) Social Media reserves the right to restrict access to the API until such time as any outstanding sums are paid in full.
14.5 Notwithstanding any fixed agreed charges, Social Media reserves the right to charge for any amendment to the API that is necessary as a result of a legislative change.
14.6 Social Media grants to the Customer a non-exclusive, non-transferable licence to use the API during the contract term for the sole purpose of accessing the services.
14.7 The Customer further undertakes not to sell, lease, hire or otherwise make available in any way to any third party, any of the Services provided by Social Media and its API unless prior written agreement has been obtained from Social Media.
14.8 The Customer shall notify Social Media immediately in writing if the Customer becomes aware of any unauthorised use of the whole or any part of the Site or API by any person or entity.
14.9 No copies may be made or distributed of any API documentation whatsoever without the prior written consent of Social Media.
14.10 The Customer acknowledges that it is licensed to use the API only in accordance with the API Terms and not further or otherwise.
14.11 Save as provided in these API Terms, the Customer shall not be entitled to sub-licence, assign or otherwise transfer its rights or obligations without the prior written consent of Social Media.
14.12 It is the responsibility of the Customer to ensure that all its staff are aware of the API Terms, including but not limited to those relating to use, copying, protection of Social Media’s intellectual property and support and access by third party entities.
14.13 Social Media shall provide the Customer with technical advice on the use of the API by telephone or electronic mail or any other means as may be introduced by Social Media during Working Days.
14.14 Support shall not include services in respect of:
14.14.1 incorrect or improper use of the API, the Site, Services; or
14.14.2 operational error; and
14.14.3 loss or damage to any data caused by the client.
14.15 In relation to the provision of such support, the Customer shall report suspected errors promptly to Social Media and co-operate in efforts to provide a remedy including making skilled staff and necessary facilities (such as, but not limited to, online or telecommunications facilities) available to Social Media free of charge.
14.16 Social Media will use its reasonable endeavours to maintain availability of the API, but does not warrant that the use of the API will be uninterrupted or error free.
14.17 When using the API the Customer shall be solely responsible for and liable to obtain or facilitate the receipt of consent from any Subject. Where consent is provided to the Customer, Social Media shall be deemed to have the right to consider consent to have been granted upon confirmation of API Service requests by Customer. Copies of Consent in respect of one of more Subjects shall be made available to Social Media on request, either from time to time or generally.
14.18 All rights and title in and to any Intellectual Property Rights of whatever nature in respect of any part of the API or any matter related to the API or Services shall remain vested or be deemed to vest in Social Media. The Customer shall notify Social Media immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the API, Site, or Services by any person.
14.19 Social Media shall always use reasonable endeavours to provide the Customer with an alternative method of receiving Services in the event the API is unavailable, including the use of the standard Site features, functions and user access.
14.20 The Customer shall be responsible for all usernames and passwords issued to each user of the Site (the “Account Details”), including Customer service accounts. The Customer will be responsible for all requests entered into the Site using the Account Details. The Customer must not share Account Details. The passwords, once issued, are the Customer’s responsibility, and must not be disclosed to any third party. If the Customer has reason to believe that any password has or may have become known by someone not authorised to use it, or if any password is being or is likely to be used in an unauthorised way, the Customer shall inform Social Media immediately in writing.
14.21 The Customer shall effect and maintain adequate security measures to safeguard the API and Account Details provided by Social Media from access or use by any unauthorised person.
14.22 No press or other public statement shall be made in respect of the API without the prior written consent of the other party and such consent will not to be unreasonably withheld or delayed.
14.23 No variation of these API Terms shall be binding unless made in writing and signed by a duly authorised officer of each party.
14.24 No more often than once in any twelve (12) month period, Social Media may, at its expense, upon reasonable notice and during business hours, audit use of the API and the Customer’s compliance with the applicable obligations in these API Terms . The auditors shall protect the confidentiality of Customer’s information and abide by Customer’s reasonable security regulations. If the use of the Service is found to be greater than that for which the Customer is licensed, the Customer shall pay any additional amounts due based upon the charges agreed between the Customer and Social Media.
14.25 Social Media reserves the right to terminate access to the API for violations of the API Terms or for any reason at the provider’s discretion.
14.26 Social Media may change, suspend, or terminate the API, or Customer access to it, at any time for any reason, with 30 day’s notice in writing.
15 API TEST ENVIRONMENT LICENSE FEES
On request by Customer Social Media may grant to the Customer a non-exclusive, non-transferable licence to use a Site API Test Environment for an agreed period during the term of the Agreement. Social Media charges license fees to access a dedicated test environment as follows:
Set-up fee: Applies to all categories of test environment £510 + VAT
Basic Environment: £85 per month. This includes limited resources (data storage, transfer, support) and is suitable for simple testing or smaller ongoing projects.
Mid-Range Environment: £110 + VAT per month. Includes additional resources, scalability options, and support. Suitable for moderate to high-traffic testing and development.
Premium Environment: £250 + VAT per month. Suitable for large-scale projects, complex API testing, high resource and support requirements.
One-Time or Project-Based: In some cases, we may agree a one-time fee or a fixed price for a specific testing project rather than a recurring subscription.
16 API Fair Use Policy
This Fair Use Policy (“Policy”) outlines the guidelines and limitations for using Social Media API. By accessing or using our API, you agree to comply with this Policy, our Terms of Service, and any other relevant agreements and documents. Social Media reserves the right to modify this Policy at any time, and it is your responsibility to review and adhere to the most current version.
Social Media offers its API to enable developers, partners, and users to create innovative and valuable applications and services. This Policy aims to ensure the fair and responsible use of the API by all parties.
16.3 Fair Use Principles
Social Media encourages the following principles when using the API:
16.3.1 Respect for Resources
You must use the API in a manner that does not disproportionately strain our resources, impair the performance of our services, or negatively impact other users. Avoid excessive or abusive use of the API, including but not limited to making too many requests within a short timeframe, causing service disruptions, or consuming excessive bandwidth or storage.
16.3.2 Compliance with Applicable Laws
Your use of the API must comply with all applicable laws, regulations, and third-party rights, including privacy laws, copyright laws, and intellectual property rights. Do not engage in any activities that infringe upon the rights of others or violate any legal requirements.
16.3.3. Protect User Privacy
When using the API, you must prioritize user privacy and data security. Respect user consent and adhere to all applicable data protection laws and regulations. Ensure that you have the necessary permissions and consents to access and use user data.
16.3.4 Attribution and Branding
When integrating Social Media API into your application or service, provide appropriate attribution as specified in our API documentation. Do not misrepresent your application’s affiliation with Social Media or use Social Media trademarks, logos, or branding without authorization.
16.3.5 No Malicious Activities
Do not use the API for any malicious, fraudulent, or harmful purposes, including but not limited to hacking, spamming, or distributing malware. Engaging in such activities will result in immediate suspension of API access.
16.3.6 API Rate Limits
Social Media may impose rate limits on API requests to ensure fair usage and to maintain the quality of service. These rate limits may vary depending on the type of user, subscription level, or the specific API endpoint. It is your responsibility to review and adhere to the rate limits specified in our API documentation.
Violation of this Policy may result in the suspension or termination of your API access, and Social Media reserves the right to take appropriate legal action. We will make reasonable efforts to notify you of any violation and provide an opportunity to rectify it. However, we may take immediate action if we believe your actions pose a significant risk to our services or users.
16.3.8 Contact Information
If you have questions, concerns, or wish to report a violation of this Policy, please contact Social Media at firstname.lastname@example.org ,
By using Social Media API, you acknowledge that you have read, understood, and agreed to abide by this Fair Use Policy and any other applicable terms and conditions. Failure to comply with this Policy may result in the revocation of your API access and other appropriate actions as determined by Social Media.
Social Media reserves the right to amend this Policy as needed, and any updates will be posted on our website or provided to you via email or other appropriate means. It is your responsibility to regularly review this Policy for changes.