Terms of Service
This Contract (herein after referred to as the “Contract” ) as stipulated in Italy between PostPickr srl (hereinafter “PostPickr” or “Supplier” ), [VAT No. 07891080728, with registered office in Via Porta La Barra, 5 – 76123 Andria ( BT), in the person of the Legal Representative pro tempore] and the Customer (jointly the “Parties”). The Customer shall be identified from the data provided through completion of the appropriate registration form, [which through its Legal Representative or in alternatively of an authorized attorney to stipulate of this Agreement in the name and on behalf of the subject representing] hereinafter known as the “Customer” or “User”.
- PostPickr is a company specialized in the digital communication sector and in particular of Social Media Management;
- PostPickr has developed and designed an online digital service accessible via the Internet in “Software As A Service” mode, which allows the user to directly manage communication on social networks (hereinafter “The Service”);
- The Service is available through the website www.postpickr.com , reserved for professional users; the Customer undertakes to use it exclusively in relation to his professional activity and/ or his specific needs connected to it.
In consideration of the premises mentioned above, the Parties agree and stipulate the following License Agreement.
Section 1. Definitions.
In relation to this Contract, the meanings to be attributed to other terms and recurring expressions are indicated below:
Users or Customers – means those who access the Service directly through an online registration process that serves to provide identification and access information (Username and Password). Authorized users may include the Customer’s employees, consultants, collaborators, agents or others as designated;
Activation date – the date communicated by PostPickr to the Customer when the Service is activated following online remote ordering (Ecommerce), via an Internet connection;
Intellectual Property – identifies any intellectual property right regulated, from time to time, by patent laws, the protection of semiconductor chips, copyright, trade secrets, trademarks and any other intellectual property rights registered and not recorded, as well as any applications, renewals, extensions, reintroductions and restorations, currently in force or enforceable in the future, worldwide.
2.1 – License to use the Service.
PostPickr, in accordance with the terms and conditions of this Agreement, undertakes to provide the Customer with a limited, non-exclusive license to use the Service through a SAAS (Software-as-a-Service) application made available on the Internet, which allows the management of Social channels and to use functionalities connected to it.
The Customer is aware and expressly accepts that the Service is a tool reserved for professional users, with the consequence that this Agreement is not subject to the regulation of consumer contracts. In any case, an initial free trial period (Trial) will be available to the Customer during which he can verify the functionality of the Service and during which he may withdraw at any time, without any commitment or cost.
2.2 – Customer Access to the Service.
The Customer will have access to the Service in a Reserved Area through authorization and authentication credentials attributed to the Customer, kept and used by them under his sole responsibility. In particular, the Customer undertakes to keep the alphanumeric access codes (called “Username” and “Password”) referred to above and therefore also to be kept in the strictest confidence. The Customer will therefore be solely responsible for any damage caused by the use of login and password by unauthorized third parties.
The User undertakes to:
- immediately notify the Supplier of any theft, loss, or appropriation of any User name and / or Password by any third party;
- to change the password at least once every six months by choosing the item Password from the Reserved Area within the Service;
- both during registration and through the Reserved Area within the Service, to provide information and references (in particular the email address) updated, complete and accurate.
It is explicitly forbidden to:
- bypass or tamper with access and authentication to the Service;
- decode, disassemble, decompile or attempt to discover the source code or algorithms underlying all or part of the Service;
- modify or create derivatives of any part of the Service;
- use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any part of the Service or any Content, or in any manner reproduce or circumvent the navigation structure or the presentation of the Service or any Content, to obtain or attempt to obtain any material, documents or information through any means not intentionally made available through the Service;
- attempt to gain unauthorized access to any part or functionality of the Service, or to any other systems or networks connected to the Service or any PostPickr server, or any of the services offered by PostPickr by hacking, “password mining” or any other illegal means;
- probe, review or test the vulnerability of the Service or any network connected to the Service, nor violate the security or authentication measures on the Service or a network connected to the Service;
- take any action that imposes an unreasonable or disproportionate burden on the Service infrastructure or PostPickr systems or networks, or any system or network connected to the Service or PostPickr;
- use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Service or any transaction conducted on the Service, or with the use of the Service by any other person;
- use the free version of the Service (Free Plan) through multiple accounts attributable to the same user;
- use the Service or any Content for any purpose that is illegal or prohibited by this agreement.
The User is required to promptly notify the Supplier in case of unauthorized use or access to the Service and its functions, or any security breach. The Supplier cannot be held responsible for any damage or disservices deriving from unauthorized uses and access, carried out through the alphanumeric codes assigned to the User.
2.3 Use of the Service
Access to social networks is through the API (Application Programming Interface) services provided in a public way by the same. In this regard, the following is specified:
- There is no type of agreement between PostPickr and the social networks used. The above mentioned social networks may at any time dispose or modify the APIs and this could consequently limit, alter or even inhibit the functioning of the social channel towards that specific social network;
- By using scheduled consignments it is possible that a function available at the time of planning is not correctly functional at the time of sending if in the meantime a modification of the APIs has taken place;
The Service does not store any password of the social networks managed by the user, instead it uses an access token that is returned by the social networks every time the user authenticates with them through the browser. A valid access token is essential to access the social network APIs.
The access token can be invalidated for the following reasons:
- if the User changes his password on the social network;
- if the user via social network, removes the access authorization for the application;
- if the access token is invalidated after a certain period of time according to a single social network policy, (“account expired”);
- for other reasons established by the social network;
If the access token has expired for the reasons listed in points a, b, c above, it is possible to request a new one through the reconnect function of the channel present on the Service.
The photographic, graphic or textual documentation for the creation of the contents is the sole responsibility of the User.
PostPickr is not responsible for the content of information freely published by the user in published posts and also does not respond to any title of damages caused directly or indirectly through the use of the services provided.
The images and / or uploaded documents will be archived and made available subject to a different provision of the User. PostPickr reserves the right to verify, at any time and without notice, the compliance of the saved les. In the case said les would be larger than the maximum allowed limit or otherwise fall into one of the following cases:
- obscene, pornographic or paedophile content;
- offensive content, for purposes contrary to morals or detrimental to the rights of third parties;
- content that incites violence, hatred or for purposes contrary to public order;
- content protected by copyright (previously published or parts thereof or anything else);
- content that concerns or promotes services or goods that are illegal in the country of receipt and / or origin of the posts or otherwise in conflict with the appropriate legislation;
the material with these characteristics or deemed “doubtful” at the sole discretion of the Supplier will determine the suspension of the publication service without the need for any notice and without any financial reimbursement being due for any period not used in the event that the Customer does not adhere to the terms referred to above.
2.5 – How to delete Customer data.
After 120 (one hundred and twenty) days from the expiration date or the termination of the Contract for any reason, PostPickr will be entitled to delete the data stored on behalf of the Customer in the Service. These data will be freely accessible by the Customer within the above mentioned deadline using the normal functionality of the Service.
In case of suspension of access to the Service due to administrative irregularities, the Customer will be able to access his data only after having removed the materials that caused the block. Without prejudice to this possibility of cancellation, longer storage times may also be dictated by different needs.
Section 3. Properties and Trademarks.
3.1 – Property of the PostPickr Service.
PostPickr is the sole owner of all rights and interests for the Service and any related Intellectual Property, including any resulting developments. PostPickr® is a registered trademark. The www.postpickr.com/eng website, the Service and the information contained therein are the property of PostPickr.
Unauthorized copying and distribution in violation of intellectual property rights is prohibited.
3.2 – Sub-license use.
If the Customer sublicense the access and use of the Service to its customers, the Customer will be held solely responsible for compliance with the provisions and obligations of this Contract, for which there is no relationship for these end customers directly with PostPickr. The conditions of use of the PostPickr Service must still be accepted for inspection by users.
The appointment of PostPickr to the External Data Processor also extends to the treatments that will be carried out in relation to the contractual agreements in place with its sub-license customers, for which it is the responsibility of the sub-license customers themselves to appoint the retailers as responsible externa to the processing of data or to identify suitable organizational methods to ensure the security of the data processed.
The Customer undertakes in all cases to indemnify and hold PostPickr harmless from any prejudice that the same could suffer due to behaviour, breaches or violations of the sub-licensees.
Section 4. Economic terms and duration of the contract.
4.1 – Start, duration and termination of the Contract.
The Contract is for a fixed term based on the minimum duration and the relative usage fee chosen by the Customer (by way of example and not exclusively to 1 or up to 12 months). The duration runs from the Activation Date or renewal date. The expiration date (meaning also that subsequent to the first following renewal) is highlighted in the Reserved Area.
The Contract is automatically renewed for an equal duration (e.g. 1 or up to 12 months, etc.) in the absence of cancellation that the Customer may exercise until the expiration date of the Contract through the appropriate functionality made available in the Reserved Area.
During the initial free trial period (Trial), the Customer can exercise the termination of the Contract freely, at no cost and at any time. PostPickr reserves the right not to process publications, by the Customer through the Service through social channels, in the event that the same program, even during the period of validity of the Contract, protract beyond the expiration of the same.
4.2 – Fee, billing and payments.
For the use of the Service, the Customer undertakes to pay a periodic fee in the ways indicated in the “Online” order for the purchase online at a distance via the E-commerce site, except for the use of the initial free trial period (Trial).
Payment can be made by credit card or bank transfer, subject to collection. The recurring payment method will be activated, which envisages, on the renewal date, the automatic pre-authorized charge of the amount corresponding to the use of the Service and the options already activated for a period of the same duration, unless cancelled by the Customer to remove/ delete all inside the Reserved Area.
In case of an upgrade from an Annual Plan in progress to a higher one (or in case of subscription to a promo of the same Plan) the months not consumed will not be recoverable or cumulative. There are no refunds for partial or unused months of the Service.
If the automatic renewal of the Contract does not result in a pre-authorized charge for any reason (by way of example but not limited to: expired credit card or the necessary funds) this will result in immediate blocking of the functionalities and the simultaneous notification of the non-payment within the Reserved Area.
In the event that the customer fails to pay the fee as agreed above PostPickr may, at its sole discretion and at any time, disable the function of publication, prior notice in dashboard and via email. After 5 (five) calendar days without the customer having made the balance, PostPickr will be authorized to downgrade to the free version and to delete all subsequent data present.
The periodic fee for the Service and related options may be subject to change from the subsequent renewal. In the event of an increase, PostPickr will inform the Client with at least 10 (ten) days notice prior to the chosen expiration date, by e-mail to the Customer’s email address identified in the personal data section in the Reserved Area.
The new tariffs will be applied from the date of renewal of the Contract and will be kept unaltered at least for the next contractual period. In the event that he does not intend to accept the new tariffs, the Customer may exercise the cancellation within the terms and modalities provided for; failure to cancel will be considered as unconditional acceptance by the Customer of the new tariffs, which will therefore be legitimately applied from the date of renewal.
Section 5. Exclusion of Guarantees.
The Service is provided “as is”. The Customer declares to be aware that the Service may contain bugs, errors and other problems that may cause malfunctions. PostPickr and its suppliers and licensees disclaim all warranties of any kind, either express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither PostPickr nor its suppliers and licensees provide any guarantee that access to the Service will be continuous or uninterrupted. The User is aware that he downloads, or otherwise obtains, content or services through the Service at his own discretion and risk.
The Customer acknowledges that periodically software updates of the Service may be applied (including the addition, modification or removal of features, or contents) and that these are pertaining to the Supplier who decides ways, quantities and times of running. The Customer declares to be aware that updates may result in a temporary unavailability of the Service.
PostPickr undertakes to make all commercially reasonable and compliant efforts with industry standards, in providing the Service in a professional, state-of-the-art and fault-free manner. The sole responsibility of PostPickr for any defects in the Service is to use commercially reasonable efforts to promptly correct such defects.
Section 6. Statements, warranties, responsibilities and limitations.
6.1 – Guarantee of correctness of Customer information.
The Customer declares and guarantees:
- that all information provided by the Customer to PostPickr is complete, correct and updated, including the data entered in the appropriate “Pro le” menu, and in particular in the “Account” section, available within the Reserved Area of the Service;
- to be entitled to authorize, and to authorize PostPickr to exercise all the rights necessary for the full execution of this Contract. Nothing in this article is to limit or exclude the liability of any of the Parties for wilful misconduct or gross negligence, without prejudice to the exceptions provided for in this Contract. All correspondence between the Client and PostPickr, including its collaborators, can be recorded and archived.
6.2 – Responsibility of published information.
In consideration of the nature and characteristics of the Service and its operation, the Customer, also as responsible for the fact of his employee, committed or auxiliary pursuant to art. 1228 and / or 2049 of the Civil Code, undertakes to keep PostPickr free and indemnified in the event that the latter is required or held, either directly or jointly, both extrajudicial and judicially, to pay amounts, by way of example and not exhaustively, to damages, indemnity, penalties (penal, administrative, fiscal or other) in relation to the content of communications and information passed or otherwise transmitted through the Service, to the legitimacy of the same, as well as to the behaviour of the Customer, by personal , employees, collaborators of the latter, from final customers, or in any case from any subject whose work the customer is required to respond by law or contract.
The civil and criminal liability in relation to the information published through the Service offered by PostPickr remains the sole responsibility of the Customer.
6.3 – Liability for customer failures.
The Client undertakes to keep PostPickr fully and indemnified against all damages, losses, liabilities, costs charges and expenses, including any legal fees, that may be incurred or incurred by PostPickr or for which the same was requested of payment, and which would not have been so suffered or incurred or requested if:
(i) the Customer had fulfilled his obligations with the signing of this Contract and
(ii) the representations and guarantees given by the Customer with the signing of this Agreement were true, correct, complete and not misleading.
The Customer also undertakes to keep PostPickr fully indemnified and relieved of all damages, losses, liabilities, costs, charges and expenses, including any legal fees that may be incurred or incurred by PostPickr or for which it was the subject of a request of payment, in any case connected to the sending of information contained within the Customer’s messages, even in the event of compensation for damages claimed by third parties for any reason.
6.4 – Responsibility for using the Service.
The Customer acknowledges that the use of the Service will take place, in compliance with this Contract, in full autonomy and that, consequently, the Customer will be exclusively and directly responsible.
The Customer undertakes to communicate and have his / her employees, and all those who will have access to the Service under the existing relationship with the Customer, commit to comply with the obligations arising from this Contract, ensuring in any case that they are aware of and are committed to doing everything possible so that these obligations are properly observed.
PostPickr and its employees and / or collaborators do not assume any responsibility in relation to the use of the Service by the Customer and for this purpose the Customer irrevocably obliges, expressly dispensing the third party beneficiaries from the burden of declaring to want to pro t, to fully indemnify and PostPickr and its employees and collaborators are exempted from any damage or prejudice, whether under contract or non-contractual, that derives, directly or indirectly, from the methods of use of the Service and the execution of this Contract by the Customer.
These provisions remain valid and effective even after the termination of the effects of this Contract, for any reason intervened, including expiry of the terms, termination or withdrawal of the same.
6.5 – Failures due to external events.
PostPickr will not be held responsible in any way for the malfunction of the Service or the impossibility or difficulty of performing the ancillary services deriving from the responsibilities of the telephone, electrical and global network operators, as an example, but not exhaustive, as a result of faults, overloads, interruptions, etc.
6.6 – Causes of force majeure.
PostPickr cannot be held responsible in any way for inexecution of the present Contract that derive from causes beyond its sphere of reasonable control or from force majeure or unforeseeable circumstances, such as, by way of non-exhaustive example, popular unrest, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods and landslides.
6.7 – Interruptions for exceptional events.
PostPickr is committed to maintaining the efficiency and functionality of the Service; if it is forced to interrupt its use for exceptional events or maintenance, it will contain as soon as possible such interruptions or suspensions, providing timely updates to the customer.
PostPickr will apply the appropriate access procedures and reserves the right to improve them at any time; It will also provide the Customer, upon request by the same, all the technical specifications to be able to access the Service and properly use it in accordance with the provisions of this Contract.
6.8 – Non-compliance due to third parties.
PostPickr shall not be liable for any behaviour or omissions of third parties that affect the operation of the Service, including, by way of example, the speeding down or failure of telephone lines and computers that handle electronic traffic between the Customer and the Service.
6.9 – Third-party services.
In the event that the Customer uses Service features made available by third parties, including network operators, the following provisions will apply:
- PostPickr allows access to these features provided that they are subject to terms, conditions and limitations imposed by their suppliers and that in no case will PostPickr be responsible for the failure or incorrect operation of the same;
- Customer acknowledge that the Services interoperate with several third parties services, and that the Services provided are highly dependent on the availability of such supported services. If at any time any supported third parties services cease to make their programs available to PostPickr on reasonable terms (each an “API Change”), PostPickr may cease to provide such features to you without entitling to refund, credit, or other compensation to the Customer.
- further, PostPickr will be authorized to suspend use of the Service that is directly dependent on services offered by such third parties.
In any case, the faculty for PostPickr remains, where necessary, to use different suppliers in order to guarantee the functionality of the Service. In this regard, the Customer authorizes PostPickr to provide these third parties services with all necessary information.
7.1 – Aggregate Data.
As established between the Parties, PostPickr holds all rights to the use of statistical information, data and related analyses in aggregate form, arising from the use of the Service by its Customers. Such data in aggregate form does not include personal data and the Customer expressly authorizes PostPickr to use the same in order to improve the functionality of the Service or at the end of statistical information that can be published in aggregate form.
7.2 – Advertising.
The Client authorizes PostPickr’s use of its name and logo in presentations, marketing materials, customer lists, financial reports. Except as provided for in the previous articles 3.1 and 3.2 of the present Contract, the use by the Customer of the logo, of the commercial name and of any other distinctive sign relating to the Service must be previously requested by the Customer in written and authorized form, always in written form, by PostPickr.
7.3 – Free Trial.
PostPickr offers a free trial period (trial) of the Service to new customers. This trial period (trial) is intended to be aimed solely at testing the functionality of the chosen subscription plan. It is not allowed for the same Client to activate more than 1 account. No cost is due to take advantage of the free trial.
When the trial expires, the account will be automatically downgraded the next day of the deadline. Once the free trial period has been completed, if the Customer expressly confirms his willingness to use the Service, he is required to pay the anticipated periodic fee based on the contractual form he has chosen to join. If requested by the Customer, the costs or fees related to additional services that are ancillary to the Service will also be charged.
7.4 – Sale of the Contract.
PostPickr will have the right to transfer the rights and obligations contained in this Contract to third parties; the Customer, in collecting the consent to the processing of personal data, undertakes to adequately communicate this eventuality to its customers.
7.5 – Methods of processing Customer data.
Notwithstanding that according to current legislation personal data is any information relating exclusively to an individual, the Customer acknowledges that PostPickr will process the data (including those relating to its delegates and designated by him appointed to manage relations with PostPickr) , in accordance with current legislation and, as indicated by the informative decree ex art 13 D.Lgs. 196/03 (viewable at the link Privacy ), without the need to acquire an express consent from the customer (pursuant to art. 23 of Legislative Decree 196/03) because, inter alia, the processing of such data is necessary to execute a Contract of which the Customer is a party, solely and exclusively for the performance of the services listed in this Contract.
7.6 – Validity of amendments and / or additions.
effective from the moment in which the new version of the license agreement is accepted online by the Customer and the subsequent use of the Service is to be considered as acceptance of the same modifications and / or additions by the Customer.
In the event that the Customer does not intend to accept the changes and / or additions referred to above, he must notify PostPickr, who reserves the right to terminate the Contract.
7.7 – Validity of the contractual clauses.
The provisions of this Contract are fully in force and accepted by the Customer even in the case of non-burdensome and / or temporary use of the functionalities provided by PostPickr for any reason.
7.8 – Tax charges.
Any tax burden deriving from the execution of the Contract, including any taxes for advertising activities, is charged to the Customer.
7.9 – Applicable law and jurisdiction.
This Agreement is governed by and construed in accordance with Italian law, and the Parties expressly agree that for any dispute regarding the validity, effectiveness, interpretation and execution of this Contract will be submitted to the exclusive jurisdiction of the Court of Trani, Italy.
7.1o – Final clauses.
This Agreement, of which all the attachments indicated are an integral and substantial part, repeals and replaces any agreement, understanding, negotiation, written or oral, previously intervened between the Parties and concerning the subject matter of this Contract.
The fact that one of the Parties does not promptly assert the rights granted to him by one or more clauses of the present Contract, can never be understood as a general and tacit renunciation of the rights and duties in the established clause, nor will it prevent that party from subsequently demanding the punctual and rigorous observance of each and every contractual clause.
Should one or more of the clauses referred to in this Contract be declared null or ineffective by the competent jurisdiction, the remaining Contract will continue to be valid between the Parties, unless said clause constituted a decisive motive in the conclusion of this contract.