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TERMS
Terms & Conditions
By signing an Order Form and/or accessing and using the Services provided by Socio Local Limited, which are accessible at http://sociolocal.ie/connect you, a person or legal entity, agree to be bound by the Socio Local Terms & Conditions (“Terms and Conditions” or “Terms”).
If you access the Services on behalf of your employer, you acknowledge that you are equally bound by these Terms and that you have the authority to bind your employer, in accordance to these Terms.Any person or legal entity making use of, or purchasing the Socio Local Services (as identified on an Order Form), will in the following collectively be referred to as “Customer”. If the Customer does not agree to be bound by the Terms, the Customer is not allowed to access or use the Services.
Socio Local may amend the Terms and Conditions at any time, and by continuing to use the Services after being made aware of such amendments to the Terms and Conditions, the Customer is deemed to have accepted the amendments. The Customer accepts, that Socio Local will notify the Customer of such changes to the Terms and Conditions, by making the new Terms and Conditions available at http://sociolocal.ie/terms via e-mail or through an internal system notification.
These Terms generally govern any services delivered by Socio Local to Customer, and especially governs the access and use of the Socio Connect software (“Platform”), Socio Local professional services and deliverables (collectively the "Services").
Socio Local General Terms and Conditions
1.1. (Agreement and Terms) Any duly signed order form (“Order Form”), together with the Socio Local Terms and Conditions, are considered an agreement between Socio Local and the Customer. Any signed Order Form together with the Socio Local Terms and Conditions, may jointly be referred to as “Agreement”.
1.2. (Scope) The Terms govern the Customer's access to and use of the Services and any information, text, graphics, rich media or other materials uploaded, downloaded, or appearing on www.sociolocal.ie. Socio Local may update and amend the Services or the content available on its website and Services continually and without notice. Any changes to the Services or the website, including releases of new features, tools, resources, updates, or bug-fixes to the Services shall be subject to these Terms.
1.3. (Demonstration) It is Socio Local’s preference that, prior to the Customer signing an Order Form and commencing use of the Service, the Services shall have been demonstrated to the Customer by Socio Local or one of its Representatives. If this is not the case, the Customer declares that it has, at its own risk, decided to enter into this Agreement or make use of the Services, without such demonstration.
1.4. (Hardware and Software Requirements) The Customer is responsible for acquiring and maintaining any and all hardware, software and Internet access necessary to obtain access to and make use of the Services.
Article 2 License
2.1. (License Grant) Socio Local hereby grants the Customer a non-exclusive, non- transferable license to access and use the Services ("License"), for the duration of the Service Period (as defined below), and subject to the terms and conditions set forth in the Agreement and Terms.
2.2. (Service Period) The initial term of the Services, incl. the License (“Service Period”), is specified in the Order Form. The Service Period, incl. License, will automatically renew for a new term equivalent to the Service Period, as specified in the Order Form or otherwise agreed to in writing (collectively the "Service Periods", each a "Service Period"), unless the Agreement or Order Form has been duly terminated. Socio Local will notify the "customer" 60 days and 30 days before the initial service period ceases. Failure to pay the Fee(s) does not constitute proper termination by the Customer, and Socio Local, or the Representative, as applicable, may claim payment of the Fee(s) in such an event. The first Service Period begins as agreed in the Order Form, and the Customer will only be granted access to the Services, when Socio Local has received a copy of the Order Form signed by the Customer and Socio Local.
2.3. (Use of the Services) The Services may only be used by the Customer, and only includes the usage metrics (e.g. number of venues, storage limits) as specified in the Order Form (each a “Usage Metric”). If a Usage Metric is not included in an Order Form, the default value is zero (0). Socio Local may monitor the Customer's use of the Services and invoice the Customer for any use of the Services beyond those specified in the Order Form at its customary rates. Failure to pay such an undisputed invoice within 30 days of receipt shall constitute a material breach of these Terms permitting Socio Local to terminate the Agreement and/or access to the Services. Users must be employees of the Customer (unless otherwise agreed in the Order Form) and may be required to register as users representing the Customer and accept the then-current version of the Terms and Socio Local's Privacy Policy as a condition of using the Services. Obligations of the Customer set forth herein regarding restrictions on use, terms and conditions and confidentiality shall apply to Users as well as to Customer. Notwithstanding the foregoing, Customer may replace any User with another employee of Customer.
2.4. (Restrictions) The Customer may not, without Socio Local’s prior written consent: (a) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or similarly attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); or (c) make derivative works of the Services.
2.5. (Title and ownership) Socio Local and its licensors/partners retain title to and ownership of all rights (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and of the Services. The Customer acquires no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms and any Agreement. All rights not expressly granted to the Customer are reserved by Socio Local and its licensors/partners.
2.6. (Customer Content) Content that Customer provides to Socio Local in connection with the Services ("Customer Content") remains the Customer's property. Customer grants Socio Local a time-limited, non-exclusive right, for the duration of an Agreement, to use, copy and store the Customer Content, in order for Socio Local to provide its Services to the Customer.
Article 3 Fees
3.1. (Fees) For each Order Form, and any invoices issued in compliance with an Agreement, the Customer shall pay the fees ("Fee" or “Fees”) specified in the Order Form or, for renewals of the term beyond the period specified in the Order Form, such amount as may be specified in a notice to Customer at least 90 days prior to the commencement of the applicable Service Period. If no such notice is sent, then the Fee for the prior Service Period shall apply to the next Service Period. The Fee(s) may be invoiced by either Socio Local or, if applicable, the Representative.
3.2. (Payment) Unless otherwise agreed in the Order Form, the Fee is an advance payment for the Services described in an Order Form or invoice issued in accordance to article
3.2.1 Socio Local may issue the invoice up to 30 days prior to commencement of a Service Period (or any renewal hereof). Invoices are due within 30 days from the date of the invoice.
3.3. (Changes to Fees) The amount of the Fee(s) may be changed upon 90 days' notice by Socio Local (or, if applicable, a Representative) before the end of a Service Period. Changes to the Fee(s) will come into effect for any renewed Service Period.
3.4. (Tax) All prices in Order Forms are exclusive of VAT. VAT is applicable for Irish Customers and Customers from EU member countries that do not supply Socio Local with a valid VAT ID. Reverse charge VAT is applicable to non-Irish EU member state Customers.
Article 4 Terms of Use
4.1. (Access to the Services) The Customer gains access to the Services at www.socioconnect.io, and as otherwise described in an Order Form.
4.2. (Compliance with the Agreement) Customer's access to and use of the Services must at all times be in accordance with the Agreement and the Terms. Upon any violation of this Agreement and Terms by the Customer, Socio Local may (but has no obligation to) terminate, suspend or restrict the Customer's access to or use of the Services.
4.3. (Third Party Providers) The Customer acknowledges that the purpose of the Services is to more efficiently access the services of third party service providers (e.g. Facebook, Twitter, Google, Instagram etc.) (the "Third Party Providers"). Customer agrees not to use the Services in a way that will violate any terms or conditions of or agreements with such Third Party Providers.
4.4. (Use of the Services) The Services may only be used for accessing, managing and obtaining information about Customer's accounts with Third Party Providers in accordance with the Agreement, the Terms and any terms specified by the Third Party Providers. Upon any violation of the Terms by the Customer, Socio Local may (but has no obligation to) terminate, suspend or restrict the Customer's access to or use of the Services.
4.5. (Third Party Data) Socio Local acts as a processor, and Socio Local is not the source of any data provided by Third Party Providers or other third parties ("Third Party Data"). The Services may provide or display hyperlinks to websites and Services maintained by third parties ("Third Party Websites"). Socio Local does not evaluate, control, endorse or guarantee the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, timeliness, merchantability, fitness for a particular purpose or non-infringement of the Third Party Data or Third Party Websites. The Customer acknowledges, that the access to and use of Third Party Data or Websites is entirely at its own risk.
4.6. (Legal and Safe Use) The Services may not be used for any illegal or unauthorised purpose, including any way that violates copyright, slander, privacy or other laws applicable in the United States, Europe or any other jurisdiction applicable to the Customer. In particular, the Customer must not upload, post, host, transmit or otherwise make available to others illegal unsolicited digital messages (email), text messages (SMS/MMS), or spam messages through the Services. The Customer must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature through the Services.
4.7. (Personal Data) The Customer is responsible for ensuring that any processing of personal data by or using the Services complies with applicable law on the processing of personal data.
4.8. (Access and Search) The Customer may not access or search the Services (or attempt to do so) by any means (automated or otherwise) except through the interfaces currently made available by Socio Local. The Services may not be used in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else, including excessive or extraordinary use of bandwidth. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any content. The Customer and its Users, may not access the Services if they are a competitor, or acting on behalf of a competitor, of Socio Local.
4.9. (Restrictions on Content) Socio Local does not pre-screen content provided by the Customer or Third Parties and shall not be responsible for such content. Socio Local may remove any content that determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive. Socio Local may terminate or suspend the account of a Customer or their Users, who post illegal or inappropriate content.
4.10. (Customer's Responsibilities) The Customer is responsible for and assumes all risks for the Customer's use of the Services and for any content accessed or made available to others through the Customer's account (even if that content is accessed or made available by others). The Customer is responsible for the security of the Customer's account details, and Socio Local cannot be held responsible for any breach of security due to negligence on the Customer's part.
4.11. (Socio Local’s Provision of the Services) Socio Local is entitled to use third party vendors, suppliers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
4.12. (Processing and Transmission) Unless specifically stated otherwise, the Customer accepts that the technical processing and transmission of the Services may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.13. (User monitoring and aggregated data) For the provision and improvement of the Services, Socio Local will monitor the use of the Services and collect personally identifiable information on the users of the platform. Socio Local may analyse the use of the Services, User behaviour and the collected data in order to improve Socio Local's content and Services. Socio Local may monitor the Services and the use of the Services by the users and use the data in an aggregate and anonymous or pseudonymous manner, and compile statistical and performance information related to the provision and operation of the Services. The Customer understands that Socio Local may use and publicly publish such information, provided that such information does not incorporate any Customer or User content and/or identify the Users, or the Customer's client or end-users. Socio Local retains all intellectual property rights in such aggregate and anonymous or pseudonymous information.
4.14. (Support) Support to the Customer will be provided by Socio Local or a Representative, as applicable, on terms outlined in the Order Form. Socio Local will provide support if the Customer has signed an Order Form directly with Socio Local or if the Representative ceases to act as such or materially fails to deliver support to the Customer.
4.15. (Privacy) Socio Local's Privacy Policy applies to any and all Users, who access or otherwise makes use of the Services. The Customer may access the Privacy Policy through www.sociolocal.ie/privacy or another link as defined in the applicable Order Form. Socio Local reserves the right to amend that policy from time to time after having provided notice to its Users of such amendment. That notice may be given electronically through the Services, or by posting an updated version of the Privacy Policy on the webpage.
4.16. (Service notifications) Socio Local is entitled to send notifications via, in-app messages, in-app or website notifications, or e-mail regarding changes to the Services to all registered Users of the Services.
4.17. Socio Local reserves the right to list "Customers" and display their logo and company description on Socio Local's website. Socio Local will not display any other "Customer" information related to the use of Socio Connect, unless authority has been granted by the customer.
Article 5 Termination
5.1. (Termination) Either Party may terminate an Order Form, Agreement and the License with 60 days’ prior written notice before the end of a Service Period. The Customer is not entitled to reimbursement of the paid Fee(s) or credits of due Fee(s) in case of the Customer's termination.
5.2. (Termination for breach) Socio Local or the Customer may terminate any and all Agreement(s) immediately and without notice if the other party (incl. any of Customer's Users) materially breaches any terms of these Terms and Agreement. In any case of termination by Socio Local, pursuant to this Article 5.2, the Customer shall not be entitled to any reimbursement of Fee(s). In any case of termination by the Customer pursuant to this Article 5.2, the Customer shall be entitled to a reimbursement of a pro-rated amount of prepaid Fee(s).
5.3. (Effect of Termination) When a termination pursuant to this Article takes effect, the Customer will no longer have access to the Services and Socio Local may delete the Customer's account and any Content related to the account. Socio Local may store the Customer's Content up to 14 days past the termination date. Recovery or recreation of deleted content cannot be guaranteed.
5.4. (Survival) Any provisions which by their nature are intended to survive the termination of an Order Form and/or Agreement shall do so.
Article 6 Limited Warranty
6.1. (Limited Warranty) Socio Local guarantees that the Socio Connect Platform will include the features described, from time to time, on www.socioconnect.io and that the Socio Connect Platform will be available to the Customer on an average of at least 99% of a calendar year, not including any downtime due to planned or critical updates to the Socio Connect Platform.
6.2. (No other Warranties etc.) Except as pointed out above, Socio Local does not make any warranties, representations or conditions about the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, timeliness of the Services, conditions of merchantability, fitness for a particular purpose or non-infringement. The Customer accepts that the delivery and availability of certain parts of the Services depend on the API access provided by Third Party Providers (e.g. Facebook, Twitter, Google, Instagram, TripAdvisor and other publishing platforms etc.) Socio Local does not make any warranties about the availability of any Third Party Provider's API. Customer understands and accepts that the Services can be changed or amended without notice due to requirements from Third Party Providers.
Article 7 Claims and liability – limitations
7.1. (Limitation of Liability) Socio Local's liability towards the Customer shall be limited to direct losses resulting from a breach of the limited warranty in Article 6.1 or the Services not conforming with an Agreement, the Terms and general market standards for comparable Services. Socio Local's liability for simple negligence and liability for indirect, special, exemplary, punitive or consequential loss or damage, lost profits or savings, business interruption, loss of programs or data (including any content), lost revenue or failure to realise expected savings, loss of use, costs, fines, fees, penalties, or any other loss whether sustained by the Customer or others directly or indirectly making use of the Services is expressly excluded.
7.2. (Product Liability etc.) Socio Local's liability for product liability, strict liability, and statutory liability is excluded to the maximum extent permitted under applicable law.
7.3. (Maximum Liability) To the extent permitted by applicable law, Socio Local's total, aggregate liability under an Agreement, howsoever arising, shall be limited to an amount equivalent to the Fee(s) paid for the Service, during the Service Period in which the circumstances forming the basis of the claim occurred.
7.4. (Notice of Claims and Losses) Customer shall give Socio Local written notice of any claims and losses immediately after Customer becomes aware of such. Any claims and losses not notified as set out herein or which could have been avoided shall be invalid. Claims arising against Socio Local after the termination of an Agreement shall also be invalid.
7.5. (Indemnification) Customer shall indemnify Socio Local from any and all claims from third parties resulting from the Customer's breach of these Terms and/or an Agreement.
7.6. (No Claims against Representative) Under no circumstances can the Customer direct any claim based on the provision of the Services against a Representative. The foregoing shall not apply to support services for which Representative was primarily responsible.
Article 8 - General provisions
8.1. (Entire Agreement) The Agreement, together with any amendments set forth in an applicable Order Form and the Privacy Policy as set forth in Article 4, as it may be amended from time to time, constitutes the entire agreement between the Customer and Socio Local and governs the Customer's use of the Services, superseding any prior agreements between the Customer and Socio Local.
8.2. (Precedence) In the event of any conflict among the documents identified above, the following order of precedence shall apply: An Order Form, The Terms and Conditions, Privacy Policy Any documents (including, but not limited to, terms and conditions of the Customer) unilaterally issued by the Customer are explicitly excluded.
8.3. (Amendments) Except as otherwise set forth in the Terms, an Agreement and the Terms may only be modified or amended in a written document referencing the Agreement that has been signed by authorised representatives of the parties. For this purpose, the persons signing this Agreement on behalf of the Parties shall be authorised to sign such amendments unless contrary provisions are set forth in an Order Form.
8.4. (Notices) Any notice given pursuant to the Terms, or in connection with it, shall be sufficient if sent by electronic mail to the e-mail address of a party, as previously used for communication, or by first class mail or overnight delivery service to the physical address specified in an Order Form (or such other address as may be specified by notice given hereunder). E-mails sent to DO-NOT-REPLY e-mail addresses, or e-mail addresses prompting a MAILER DAEMON/BOUNCE message, are not considered valid notices. Legal notices for Socio Local may be sent to the Customer’s account manager and/or account@sociolocal.ie
8.5. (Confidentiality) The Customer shall keep confidential any information or knowledge of the Services and its components and Professional Services ("Confidential Information") that the Customer obtains through the use of or access to the Services or otherwise, unless such Confidential Information was or becomes publicly known without such disclosure being due to the Customer's breach of its obligations hereunder. Socio Local shall keep confidential any information or knowledge about the Customer's business and internal processes attained during the delivery of the Services, unless such information was or becomes publicly known, or the express permission by the Customer is given to relay this information.
8.6. (Assignment) The Customer may not assign its rights and obligations under the Agreement and these Terms to any Third Party. Socio Local shall be entitled to assign its rights and delegate its obligations under an Agreement and the Terms to any company.
8.7. (General Rights) Socio Local may rightfully use the Customer's company name, corporate logo and trademarks for referential use. Socio Local agrees to follow the Customer's trademark guidelines and policies provided these have been communicated unambiguously by the Customer to Socio Local. Proper identification of the Customer's trademarks includes marking them with the appropriate trademark symbol ® or ™.
8.8. (Force majeure) Neither party shall be liable or responsible for any failure to perform its obligations under this Agreement and the Terms due to an event outside its reasonable control or which could not reasonably have been expected to foresee or anticipate (force majeure). Especially, the Customer acknowledges that any failure related to Internet Service Providers (ISP-services) are outside the control of Socio Local. If any force majeure event continues to affect the performance of only one party for fourteen (21) days or more, the non-affected party may terminate the Agreement by written notice and without liability to the affected party.
8.9. (Role of Representative) If a Representative is specified in the Order Form, that Representative shall be the primary point of contact for customer support while the Representative remains in that capacity. During that period, the Representative may invoice the Customer for the Fee(s) for renewals of the Service Period. If Socio Local notifies Customer that the Representative is no longer acting as such, then Socio Local shall assume primary responsibility for customer support hereunder and shall be the sole entity authorized to advise Customer of and invoice Customer for future Fee(s).
8.10. (Governing law) The access and use of the Services, an Agreement and the Terms are governed by the laws of Ireland, not including its principles of conflicts of laws.
8.11. (Disputes) Any dispute arising out of or in connection with an Agreement, the Terms or the use of the Services, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by the Irish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Irish Institute of Arbitration and in force at the time when such proceedings are commenced.
Additional Terms & Conditions for Professional Services
Article 1 Background
1.1. The following terms apply to the Consultancy Services ("Professional Services"), as may be provided to the Customer, as specified in an Order Form. For clarity, these Additional Terms & Conditions for Professional Services does not govern the access and use of any Socio Connects Platform and affiliated software, which is governed by the Socio Local General Terms and Conditions.
1.2. (Definitions) The terms used in this section, shall have the same meaning as set forth in the Terms and Conditions, unless otherwise stated.By ‘Consultancy Services’ (also referred to as “Professional Services”) shall be understood any training or other custom professional services provided to the Customer (e.g. platform or strategic consultancy).By ‘Professional Services Hours’ or ‘Consultancy Service Hours’ shall be understood the amount of hours available to the Customer, for the provision of Professional Services, as set forth in an Order Form.By Deliverable shall be understood any results, documents, works, materials or graphics which are to be developed specifically for the Customer (customized works), as a part of the Professional Services.
1.3. (Professional Services) For the duration of an Agreement, Socio Local shall provide the Customer with Professional Services in accordance to the number of hours included in the Customer’s Order Form. If the Customer has purchased a pre-agreed package containing agreed deliverables, Socio Local will deliver the outputs required on a weekly basis inline with the outputs from the agreed package; On pre-agreed packages there is no limit to service hours, the required time will be spent to deliver the required output.
1.4. (Scope of Professional Services) The Professional Services include any time allocated by Socio Local to Consultancy Services for the Customer. This includes, but is not limited to, any time spent on calls, e-mails, meetings, drafting of documents, presentation and other preparatory work. Time spent on normal platform training and support is not deducted from the Customer's allotted Hours, however Socio Local reserves the right to charge a Fee for training, by giving a prior written notice, if the Customer repeatedly fails to attend, or last minute cancels, its training session(s).
1.5. (No carry over) Hours cannot be carried over or be reimbursed, if an Order Form expires or is terminated. Unused Hours are not reimbursed or usable after termination.
1.6. (Advance use and upfront payment) Socio Local reserves the right to claim full or partial upfront payment of the Fee(s) relating to Professional Services, if the Customer's Professional Services or Deliverables requires to make use of Professional Services Hours as credits, and the Customer has not performed upfront payment of all its Fees for the Service Period.
1.7 (Cancellation of Professional Services / Consultancy) You are solely responsible for properly canceling your subscription. In order to cancel your subscription after the initial contract length, you must give 30 days notice to Socio Local via telephone or email. Socio Local will not delete or tamper with any public posting or changes made during your subscription.
1.8. (Changes to Fees) Socio Local reserves the right to change the hourly worth of predefined Deliverables upon 90 days’ notice to the Customer before the end of a Service Period with effect for the upcoming Service Period.
Article 2 - Delivery and the obligations of the Customer
2.1. (Customer's obligation) The Customer shall provide Socio Local with any information, feedback, materials, data and graphics as may be needed by Socio Local in order to provide Professional Services and Deliverables. Customer shall make itself and necessary employees available to Socio Local, to answer any reasonable inquiry and request for information, which is needed for Socio Local to deliver the Professional Services and Deliverables. Socio Local will, to the extent possible and permissible, collect the needed information from the Services. The Customer shall make itself or its employees available, as soon as possible, and without undue delay. Failure by Customer to deliver information needed and requested by Socio Local to deliver the Professional Services or Deliverables, may result in delays or deficient Professional Services or Deliverables. Such omissions and delays shall be the sole responsibility of the Customer, and Socio Local shall not be obliged to perform redelivery or remedy in such situations.
2.2. (Access to platform data) Deliverables and Professional Services which are dependent of access to metrics, data and projects from the Customer’s account/environment on the Socio Connect Platform, are subject to the limitations of the Socio Connect Platform, and as otherwise set forth in the applicable Order Form. Socio Local cannot guarantee access to data that belongs to periods prior to the limits set out in the Agreement, Socio Local’s technical documentation or Third Party Provider technical documentation and terms.
2.3. (Delivery date) Delivery of Professional Services and Deliverables will be coordinated with the Customer, upon the Customer's request to make use of Hours, either as Professional Services or Deliverables. Socio Local will use its reasonable efforts to meet the Customer's preferred delivery date, but makes no warranties hereto.
2.4. (Reimbursement) The Customer is not entitled to a reimbursement of Fee(s) in case of delays or incomplete Deliverables, where such can be attributed to the Customer's non- fulfilment of its obligations under an Agreement.
Article 4 Intellectual property rights
3.1. (Background IPR) Any intellectual property rights (“IPR”), such as but not limited to, software, code, graphics, text, designs, models, patents, materials, images or know-how (whether or not copyright or patent protected) that were 1) existing prior to or 2) developed independently of, or in connection with, the Services, Professional Services or Deliverables, shall be considered Socio Local’s, or Socio Connect's licensors, intellectual property rights (“Background IPR”).
3.2. (Deliverables) Socio Local retains all rights to the Professional Services, Deliverables and other works which are a result of Professional Services. However, Socio Local does not claim any ownership or rights to any Customer Content or third party owned materials which may be incorporated into the Deliverables or other results of the Professional Services. The Customer grants Socio Local a right, as set forth in Article 2.5 of the ‘Socio Local General Terms and Conditions”, in order for Socio Local to provide its Professional Services and Deliverable, for the duration of the Agreement(s).
3.3. (Right of use) Socio Local grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the Deliverables, Professional Services and other works which are a result of the Professional Services, for the Customer's internal business purposes only, and only for the duration of an Agreement. Socio Local reserves all other rights. Except as explicitly set forth herein, Socio Local does not grant, transfer or bestow any rights in relation to any Background IPR, the Services, Professional Services, Deliverables or any third party intellectual property rights, to the Customer.
Article 4 Warranties and liability
4.1. (Warranty) Socio Local warrants that the Professional Services are conforming with general market standards for comparable services. This warranty does not apply in case of the Customer's failure to meet its obligations under the Terms and an Agreement.
4.2. (Remedy) The Customer's sole remedy for a breach of the warranty in article 5.1 of the "Additional Terms and Conditions for Professional Services", is re-performance of the Professional Services or Deliverable(s). The Customer shall send a written notice claiming re-performance, and Socio Local shall confirm in writing, if it accepts or disputes the claim. If Socio Local accepts re-performance, it shall be performed within reasonable time from when a claim has been acknowledged, and re-performance shall not exceed the initial delivery time estimate agreed for the Professional Services or Deliverable(s).
4.3. (Liability) To the extent permitted under applicable law, Socio Local's liability in relation to the receipt of Professional Services, Deliverable(s), the Agreement and Terms shall be limited as described in Article 7 of the General Terms and Conditions.
If you access the Services on behalf of your employer, you acknowledge that you are equally bound by these Terms and that you have the authority to bind your employer, in accordance to these Terms.Any person or legal entity making use of, or purchasing the Socio Local Services (as identified on an Order Form), will in the following collectively be referred to as “Customer”. If the Customer does not agree to be bound by the Terms, the Customer is not allowed to access or use the Services.
Socio Local may amend the Terms and Conditions at any time, and by continuing to use the Services after being made aware of such amendments to the Terms and Conditions, the Customer is deemed to have accepted the amendments. The Customer accepts, that Socio Local will notify the Customer of such changes to the Terms and Conditions, by making the new Terms and Conditions available at http://sociolocal.ie/terms via e-mail or through an internal system notification.
These Terms generally govern any services delivered by Socio Local to Customer, and especially governs the access and use of the Socio Connect software (“Platform”), Socio Local professional services and deliverables (collectively the "Services").
Socio Local General Terms and Conditions
1.1. (Agreement and Terms) Any duly signed order form (“Order Form”), together with the Socio Local Terms and Conditions, are considered an agreement between Socio Local and the Customer. Any signed Order Form together with the Socio Local Terms and Conditions, may jointly be referred to as “Agreement”.
1.2. (Scope) The Terms govern the Customer's access to and use of the Services and any information, text, graphics, rich media or other materials uploaded, downloaded, or appearing on www.sociolocal.ie. Socio Local may update and amend the Services or the content available on its website and Services continually and without notice. Any changes to the Services or the website, including releases of new features, tools, resources, updates, or bug-fixes to the Services shall be subject to these Terms.
1.3. (Demonstration) It is Socio Local’s preference that, prior to the Customer signing an Order Form and commencing use of the Service, the Services shall have been demonstrated to the Customer by Socio Local or one of its Representatives. If this is not the case, the Customer declares that it has, at its own risk, decided to enter into this Agreement or make use of the Services, without such demonstration.
1.4. (Hardware and Software Requirements) The Customer is responsible for acquiring and maintaining any and all hardware, software and Internet access necessary to obtain access to and make use of the Services.
Article 2 License
2.1. (License Grant) Socio Local hereby grants the Customer a non-exclusive, non- transferable license to access and use the Services ("License"), for the duration of the Service Period (as defined below), and subject to the terms and conditions set forth in the Agreement and Terms.
2.2. (Service Period) The initial term of the Services, incl. the License (“Service Period”), is specified in the Order Form. The Service Period, incl. License, will automatically renew for a new term equivalent to the Service Period, as specified in the Order Form or otherwise agreed to in writing (collectively the "Service Periods", each a "Service Period"), unless the Agreement or Order Form has been duly terminated. Socio Local will notify the "customer" 60 days and 30 days before the initial service period ceases. Failure to pay the Fee(s) does not constitute proper termination by the Customer, and Socio Local, or the Representative, as applicable, may claim payment of the Fee(s) in such an event. The first Service Period begins as agreed in the Order Form, and the Customer will only be granted access to the Services, when Socio Local has received a copy of the Order Form signed by the Customer and Socio Local.
2.3. (Use of the Services) The Services may only be used by the Customer, and only includes the usage metrics (e.g. number of venues, storage limits) as specified in the Order Form (each a “Usage Metric”). If a Usage Metric is not included in an Order Form, the default value is zero (0). Socio Local may monitor the Customer's use of the Services and invoice the Customer for any use of the Services beyond those specified in the Order Form at its customary rates. Failure to pay such an undisputed invoice within 30 days of receipt shall constitute a material breach of these Terms permitting Socio Local to terminate the Agreement and/or access to the Services. Users must be employees of the Customer (unless otherwise agreed in the Order Form) and may be required to register as users representing the Customer and accept the then-current version of the Terms and Socio Local's Privacy Policy as a condition of using the Services. Obligations of the Customer set forth herein regarding restrictions on use, terms and conditions and confidentiality shall apply to Users as well as to Customer. Notwithstanding the foregoing, Customer may replace any User with another employee of Customer.
2.4. (Restrictions) The Customer may not, without Socio Local’s prior written consent: (a) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or similarly attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); or (c) make derivative works of the Services.
2.5. (Title and ownership) Socio Local and its licensors/partners retain title to and ownership of all rights (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and of the Services. The Customer acquires no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms and any Agreement. All rights not expressly granted to the Customer are reserved by Socio Local and its licensors/partners.
2.6. (Customer Content) Content that Customer provides to Socio Local in connection with the Services ("Customer Content") remains the Customer's property. Customer grants Socio Local a time-limited, non-exclusive right, for the duration of an Agreement, to use, copy and store the Customer Content, in order for Socio Local to provide its Services to the Customer.
Article 3 Fees
3.1. (Fees) For each Order Form, and any invoices issued in compliance with an Agreement, the Customer shall pay the fees ("Fee" or “Fees”) specified in the Order Form or, for renewals of the term beyond the period specified in the Order Form, such amount as may be specified in a notice to Customer at least 90 days prior to the commencement of the applicable Service Period. If no such notice is sent, then the Fee for the prior Service Period shall apply to the next Service Period. The Fee(s) may be invoiced by either Socio Local or, if applicable, the Representative.
3.2. (Payment) Unless otherwise agreed in the Order Form, the Fee is an advance payment for the Services described in an Order Form or invoice issued in accordance to article
3.2.1 Socio Local may issue the invoice up to 30 days prior to commencement of a Service Period (or any renewal hereof). Invoices are due within 30 days from the date of the invoice.
3.3. (Changes to Fees) The amount of the Fee(s) may be changed upon 90 days' notice by Socio Local (or, if applicable, a Representative) before the end of a Service Period. Changes to the Fee(s) will come into effect for any renewed Service Period.
3.4. (Tax) All prices in Order Forms are exclusive of VAT. VAT is applicable for Irish Customers and Customers from EU member countries that do not supply Socio Local with a valid VAT ID. Reverse charge VAT is applicable to non-Irish EU member state Customers.
Article 4 Terms of Use
4.1. (Access to the Services) The Customer gains access to the Services at www.socioconnect.io, and as otherwise described in an Order Form.
4.2. (Compliance with the Agreement) Customer's access to and use of the Services must at all times be in accordance with the Agreement and the Terms. Upon any violation of this Agreement and Terms by the Customer, Socio Local may (but has no obligation to) terminate, suspend or restrict the Customer's access to or use of the Services.
4.3. (Third Party Providers) The Customer acknowledges that the purpose of the Services is to more efficiently access the services of third party service providers (e.g. Facebook, Twitter, Google, Instagram etc.) (the "Third Party Providers"). Customer agrees not to use the Services in a way that will violate any terms or conditions of or agreements with such Third Party Providers.
4.4. (Use of the Services) The Services may only be used for accessing, managing and obtaining information about Customer's accounts with Third Party Providers in accordance with the Agreement, the Terms and any terms specified by the Third Party Providers. Upon any violation of the Terms by the Customer, Socio Local may (but has no obligation to) terminate, suspend or restrict the Customer's access to or use of the Services.
4.5. (Third Party Data) Socio Local acts as a processor, and Socio Local is not the source of any data provided by Third Party Providers or other third parties ("Third Party Data"). The Services may provide or display hyperlinks to websites and Services maintained by third parties ("Third Party Websites"). Socio Local does not evaluate, control, endorse or guarantee the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, timeliness, merchantability, fitness for a particular purpose or non-infringement of the Third Party Data or Third Party Websites. The Customer acknowledges, that the access to and use of Third Party Data or Websites is entirely at its own risk.
4.6. (Legal and Safe Use) The Services may not be used for any illegal or unauthorised purpose, including any way that violates copyright, slander, privacy or other laws applicable in the United States, Europe or any other jurisdiction applicable to the Customer. In particular, the Customer must not upload, post, host, transmit or otherwise make available to others illegal unsolicited digital messages (email), text messages (SMS/MMS), or spam messages through the Services. The Customer must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature through the Services.
4.7. (Personal Data) The Customer is responsible for ensuring that any processing of personal data by or using the Services complies with applicable law on the processing of personal data.
4.8. (Access and Search) The Customer may not access or search the Services (or attempt to do so) by any means (automated or otherwise) except through the interfaces currently made available by Socio Local. The Services may not be used in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else, including excessive or extraordinary use of bandwidth. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any content. The Customer and its Users, may not access the Services if they are a competitor, or acting on behalf of a competitor, of Socio Local.
4.9. (Restrictions on Content) Socio Local does not pre-screen content provided by the Customer or Third Parties and shall not be responsible for such content. Socio Local may remove any content that determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive. Socio Local may terminate or suspend the account of a Customer or their Users, who post illegal or inappropriate content.
4.10. (Customer's Responsibilities) The Customer is responsible for and assumes all risks for the Customer's use of the Services and for any content accessed or made available to others through the Customer's account (even if that content is accessed or made available by others). The Customer is responsible for the security of the Customer's account details, and Socio Local cannot be held responsible for any breach of security due to negligence on the Customer's part.
4.11. (Socio Local’s Provision of the Services) Socio Local is entitled to use third party vendors, suppliers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
4.12. (Processing and Transmission) Unless specifically stated otherwise, the Customer accepts that the technical processing and transmission of the Services may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
4.13. (User monitoring and aggregated data) For the provision and improvement of the Services, Socio Local will monitor the use of the Services and collect personally identifiable information on the users of the platform. Socio Local may analyse the use of the Services, User behaviour and the collected data in order to improve Socio Local's content and Services. Socio Local may monitor the Services and the use of the Services by the users and use the data in an aggregate and anonymous or pseudonymous manner, and compile statistical and performance information related to the provision and operation of the Services. The Customer understands that Socio Local may use and publicly publish such information, provided that such information does not incorporate any Customer or User content and/or identify the Users, or the Customer's client or end-users. Socio Local retains all intellectual property rights in such aggregate and anonymous or pseudonymous information.
4.14. (Support) Support to the Customer will be provided by Socio Local or a Representative, as applicable, on terms outlined in the Order Form. Socio Local will provide support if the Customer has signed an Order Form directly with Socio Local or if the Representative ceases to act as such or materially fails to deliver support to the Customer.
4.15. (Privacy) Socio Local's Privacy Policy applies to any and all Users, who access or otherwise makes use of the Services. The Customer may access the Privacy Policy through www.sociolocal.ie/privacy or another link as defined in the applicable Order Form. Socio Local reserves the right to amend that policy from time to time after having provided notice to its Users of such amendment. That notice may be given electronically through the Services, or by posting an updated version of the Privacy Policy on the webpage.
4.16. (Service notifications) Socio Local is entitled to send notifications via, in-app messages, in-app or website notifications, or e-mail regarding changes to the Services to all registered Users of the Services.
4.17. Socio Local reserves the right to list "Customers" and display their logo and company description on Socio Local's website. Socio Local will not display any other "Customer" information related to the use of Socio Connect, unless authority has been granted by the customer.
Article 5 Termination
5.1. (Termination) Either Party may terminate an Order Form, Agreement and the License with 60 days’ prior written notice before the end of a Service Period. The Customer is not entitled to reimbursement of the paid Fee(s) or credits of due Fee(s) in case of the Customer's termination.
5.2. (Termination for breach) Socio Local or the Customer may terminate any and all Agreement(s) immediately and without notice if the other party (incl. any of Customer's Users) materially breaches any terms of these Terms and Agreement. In any case of termination by Socio Local, pursuant to this Article 5.2, the Customer shall not be entitled to any reimbursement of Fee(s). In any case of termination by the Customer pursuant to this Article 5.2, the Customer shall be entitled to a reimbursement of a pro-rated amount of prepaid Fee(s).
5.3. (Effect of Termination) When a termination pursuant to this Article takes effect, the Customer will no longer have access to the Services and Socio Local may delete the Customer's account and any Content related to the account. Socio Local may store the Customer's Content up to 14 days past the termination date. Recovery or recreation of deleted content cannot be guaranteed.
5.4. (Survival) Any provisions which by their nature are intended to survive the termination of an Order Form and/or Agreement shall do so.
Article 6 Limited Warranty
6.1. (Limited Warranty) Socio Local guarantees that the Socio Connect Platform will include the features described, from time to time, on www.socioconnect.io and that the Socio Connect Platform will be available to the Customer on an average of at least 99% of a calendar year, not including any downtime due to planned or critical updates to the Socio Connect Platform.
6.2. (No other Warranties etc.) Except as pointed out above, Socio Local does not make any warranties, representations or conditions about the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, timeliness of the Services, conditions of merchantability, fitness for a particular purpose or non-infringement. The Customer accepts that the delivery and availability of certain parts of the Services depend on the API access provided by Third Party Providers (e.g. Facebook, Twitter, Google, Instagram, TripAdvisor and other publishing platforms etc.) Socio Local does not make any warranties about the availability of any Third Party Provider's API. Customer understands and accepts that the Services can be changed or amended without notice due to requirements from Third Party Providers.
Article 7 Claims and liability – limitations
7.1. (Limitation of Liability) Socio Local's liability towards the Customer shall be limited to direct losses resulting from a breach of the limited warranty in Article 6.1 or the Services not conforming with an Agreement, the Terms and general market standards for comparable Services. Socio Local's liability for simple negligence and liability for indirect, special, exemplary, punitive or consequential loss or damage, lost profits or savings, business interruption, loss of programs or data (including any content), lost revenue or failure to realise expected savings, loss of use, costs, fines, fees, penalties, or any other loss whether sustained by the Customer or others directly or indirectly making use of the Services is expressly excluded.
7.2. (Product Liability etc.) Socio Local's liability for product liability, strict liability, and statutory liability is excluded to the maximum extent permitted under applicable law.
7.3. (Maximum Liability) To the extent permitted by applicable law, Socio Local's total, aggregate liability under an Agreement, howsoever arising, shall be limited to an amount equivalent to the Fee(s) paid for the Service, during the Service Period in which the circumstances forming the basis of the claim occurred.
7.4. (Notice of Claims and Losses) Customer shall give Socio Local written notice of any claims and losses immediately after Customer becomes aware of such. Any claims and losses not notified as set out herein or which could have been avoided shall be invalid. Claims arising against Socio Local after the termination of an Agreement shall also be invalid.
7.5. (Indemnification) Customer shall indemnify Socio Local from any and all claims from third parties resulting from the Customer's breach of these Terms and/or an Agreement.
7.6. (No Claims against Representative) Under no circumstances can the Customer direct any claim based on the provision of the Services against a Representative. The foregoing shall not apply to support services for which Representative was primarily responsible.
Article 8 - General provisions
8.1. (Entire Agreement) The Agreement, together with any amendments set forth in an applicable Order Form and the Privacy Policy as set forth in Article 4, as it may be amended from time to time, constitutes the entire agreement between the Customer and Socio Local and governs the Customer's use of the Services, superseding any prior agreements between the Customer and Socio Local.
8.2. (Precedence) In the event of any conflict among the documents identified above, the following order of precedence shall apply: An Order Form, The Terms and Conditions, Privacy Policy Any documents (including, but not limited to, terms and conditions of the Customer) unilaterally issued by the Customer are explicitly excluded.
8.3. (Amendments) Except as otherwise set forth in the Terms, an Agreement and the Terms may only be modified or amended in a written document referencing the Agreement that has been signed by authorised representatives of the parties. For this purpose, the persons signing this Agreement on behalf of the Parties shall be authorised to sign such amendments unless contrary provisions are set forth in an Order Form.
8.4. (Notices) Any notice given pursuant to the Terms, or in connection with it, shall be sufficient if sent by electronic mail to the e-mail address of a party, as previously used for communication, or by first class mail or overnight delivery service to the physical address specified in an Order Form (or such other address as may be specified by notice given hereunder). E-mails sent to DO-NOT-REPLY e-mail addresses, or e-mail addresses prompting a MAILER DAEMON/BOUNCE message, are not considered valid notices. Legal notices for Socio Local may be sent to the Customer’s account manager and/or account@sociolocal.ie
8.5. (Confidentiality) The Customer shall keep confidential any information or knowledge of the Services and its components and Professional Services ("Confidential Information") that the Customer obtains through the use of or access to the Services or otherwise, unless such Confidential Information was or becomes publicly known without such disclosure being due to the Customer's breach of its obligations hereunder. Socio Local shall keep confidential any information or knowledge about the Customer's business and internal processes attained during the delivery of the Services, unless such information was or becomes publicly known, or the express permission by the Customer is given to relay this information.
8.6. (Assignment) The Customer may not assign its rights and obligations under the Agreement and these Terms to any Third Party. Socio Local shall be entitled to assign its rights and delegate its obligations under an Agreement and the Terms to any company.
8.7. (General Rights) Socio Local may rightfully use the Customer's company name, corporate logo and trademarks for referential use. Socio Local agrees to follow the Customer's trademark guidelines and policies provided these have been communicated unambiguously by the Customer to Socio Local. Proper identification of the Customer's trademarks includes marking them with the appropriate trademark symbol ® or ™.
8.8. (Force majeure) Neither party shall be liable or responsible for any failure to perform its obligations under this Agreement and the Terms due to an event outside its reasonable control or which could not reasonably have been expected to foresee or anticipate (force majeure). Especially, the Customer acknowledges that any failure related to Internet Service Providers (ISP-services) are outside the control of Socio Local. If any force majeure event continues to affect the performance of only one party for fourteen (21) days or more, the non-affected party may terminate the Agreement by written notice and without liability to the affected party.
8.9. (Role of Representative) If a Representative is specified in the Order Form, that Representative shall be the primary point of contact for customer support while the Representative remains in that capacity. During that period, the Representative may invoice the Customer for the Fee(s) for renewals of the Service Period. If Socio Local notifies Customer that the Representative is no longer acting as such, then Socio Local shall assume primary responsibility for customer support hereunder and shall be the sole entity authorized to advise Customer of and invoice Customer for future Fee(s).
8.10. (Governing law) The access and use of the Services, an Agreement and the Terms are governed by the laws of Ireland, not including its principles of conflicts of laws.
8.11. (Disputes) Any dispute arising out of or in connection with an Agreement, the Terms or the use of the Services, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by the Irish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Irish Institute of Arbitration and in force at the time when such proceedings are commenced.
Additional Terms & Conditions for Professional Services
Article 1 Background
1.1. The following terms apply to the Consultancy Services ("Professional Services"), as may be provided to the Customer, as specified in an Order Form. For clarity, these Additional Terms & Conditions for Professional Services does not govern the access and use of any Socio Connects Platform and affiliated software, which is governed by the Socio Local General Terms and Conditions.
1.2. (Definitions) The terms used in this section, shall have the same meaning as set forth in the Terms and Conditions, unless otherwise stated.By ‘Consultancy Services’ (also referred to as “Professional Services”) shall be understood any training or other custom professional services provided to the Customer (e.g. platform or strategic consultancy).By ‘Professional Services Hours’ or ‘Consultancy Service Hours’ shall be understood the amount of hours available to the Customer, for the provision of Professional Services, as set forth in an Order Form.By Deliverable shall be understood any results, documents, works, materials or graphics which are to be developed specifically for the Customer (customized works), as a part of the Professional Services.
1.3. (Professional Services) For the duration of an Agreement, Socio Local shall provide the Customer with Professional Services in accordance to the number of hours included in the Customer’s Order Form. If the Customer has purchased a pre-agreed package containing agreed deliverables, Socio Local will deliver the outputs required on a weekly basis inline with the outputs from the agreed package; On pre-agreed packages there is no limit to service hours, the required time will be spent to deliver the required output.
1.4. (Scope of Professional Services) The Professional Services include any time allocated by Socio Local to Consultancy Services for the Customer. This includes, but is not limited to, any time spent on calls, e-mails, meetings, drafting of documents, presentation and other preparatory work. Time spent on normal platform training and support is not deducted from the Customer's allotted Hours, however Socio Local reserves the right to charge a Fee for training, by giving a prior written notice, if the Customer repeatedly fails to attend, or last minute cancels, its training session(s).
1.5. (No carry over) Hours cannot be carried over or be reimbursed, if an Order Form expires or is terminated. Unused Hours are not reimbursed or usable after termination.
1.6. (Advance use and upfront payment) Socio Local reserves the right to claim full or partial upfront payment of the Fee(s) relating to Professional Services, if the Customer's Professional Services or Deliverables requires to make use of Professional Services Hours as credits, and the Customer has not performed upfront payment of all its Fees for the Service Period.
1.7 (Cancellation of Professional Services / Consultancy) You are solely responsible for properly canceling your subscription. In order to cancel your subscription after the initial contract length, you must give 30 days notice to Socio Local via telephone or email. Socio Local will not delete or tamper with any public posting or changes made during your subscription.
1.8. (Changes to Fees) Socio Local reserves the right to change the hourly worth of predefined Deliverables upon 90 days’ notice to the Customer before the end of a Service Period with effect for the upcoming Service Period.
Article 2 - Delivery and the obligations of the Customer
2.1. (Customer's obligation) The Customer shall provide Socio Local with any information, feedback, materials, data and graphics as may be needed by Socio Local in order to provide Professional Services and Deliverables. Customer shall make itself and necessary employees available to Socio Local, to answer any reasonable inquiry and request for information, which is needed for Socio Local to deliver the Professional Services and Deliverables. Socio Local will, to the extent possible and permissible, collect the needed information from the Services. The Customer shall make itself or its employees available, as soon as possible, and without undue delay. Failure by Customer to deliver information needed and requested by Socio Local to deliver the Professional Services or Deliverables, may result in delays or deficient Professional Services or Deliverables. Such omissions and delays shall be the sole responsibility of the Customer, and Socio Local shall not be obliged to perform redelivery or remedy in such situations.
2.2. (Access to platform data) Deliverables and Professional Services which are dependent of access to metrics, data and projects from the Customer’s account/environment on the Socio Connect Platform, are subject to the limitations of the Socio Connect Platform, and as otherwise set forth in the applicable Order Form. Socio Local cannot guarantee access to data that belongs to periods prior to the limits set out in the Agreement, Socio Local’s technical documentation or Third Party Provider technical documentation and terms.
2.3. (Delivery date) Delivery of Professional Services and Deliverables will be coordinated with the Customer, upon the Customer's request to make use of Hours, either as Professional Services or Deliverables. Socio Local will use its reasonable efforts to meet the Customer's preferred delivery date, but makes no warranties hereto.
2.4. (Reimbursement) The Customer is not entitled to a reimbursement of Fee(s) in case of delays or incomplete Deliverables, where such can be attributed to the Customer's non- fulfilment of its obligations under an Agreement.
Article 4 Intellectual property rights
3.1. (Background IPR) Any intellectual property rights (“IPR”), such as but not limited to, software, code, graphics, text, designs, models, patents, materials, images or know-how (whether or not copyright or patent protected) that were 1) existing prior to or 2) developed independently of, or in connection with, the Services, Professional Services or Deliverables, shall be considered Socio Local’s, or Socio Connect's licensors, intellectual property rights (“Background IPR”).
3.2. (Deliverables) Socio Local retains all rights to the Professional Services, Deliverables and other works which are a result of Professional Services. However, Socio Local does not claim any ownership or rights to any Customer Content or third party owned materials which may be incorporated into the Deliverables or other results of the Professional Services. The Customer grants Socio Local a right, as set forth in Article 2.5 of the ‘Socio Local General Terms and Conditions”, in order for Socio Local to provide its Professional Services and Deliverable, for the duration of the Agreement(s).
3.3. (Right of use) Socio Local grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the Deliverables, Professional Services and other works which are a result of the Professional Services, for the Customer's internal business purposes only, and only for the duration of an Agreement. Socio Local reserves all other rights. Except as explicitly set forth herein, Socio Local does not grant, transfer or bestow any rights in relation to any Background IPR, the Services, Professional Services, Deliverables or any third party intellectual property rights, to the Customer.
Article 4 Warranties and liability
4.1. (Warranty) Socio Local warrants that the Professional Services are conforming with general market standards for comparable services. This warranty does not apply in case of the Customer's failure to meet its obligations under the Terms and an Agreement.
4.2. (Remedy) The Customer's sole remedy for a breach of the warranty in article 5.1 of the "Additional Terms and Conditions for Professional Services", is re-performance of the Professional Services or Deliverable(s). The Customer shall send a written notice claiming re-performance, and Socio Local shall confirm in writing, if it accepts or disputes the claim. If Socio Local accepts re-performance, it shall be performed within reasonable time from when a claim has been acknowledged, and re-performance shall not exceed the initial delivery time estimate agreed for the Professional Services or Deliverable(s).
4.3. (Liability) To the extent permitted under applicable law, Socio Local's liability in relation to the receipt of Professional Services, Deliverable(s), the Agreement and Terms shall be limited as described in Article 7 of the General Terms and Conditions.