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Terms of service

Last modified: 24 February 2021

Welcome to ContentCal. We’re excited to have you here. Please review these Terms of Service (the “Terms”) carefully. By accessing or using the Services offered by Content Calendr Limited (“ContentCal”, “we” or “us”), you are confirming that you have read, understood and accepted these Terms. Together with any ContentCal online registrations or order summaries these Terms set forth your rights and obligations under which our Services will be delivered to the entity or person accessing them (“you”). If you are accessing or using the Services on behalf of your employer, you represent that you are authorised to accept these Terms on behalf of your employer, and all references to "you" reference your employer.

We may update these Terms from time to time. You are responsible for regularly reviewing the current version of these Terms, which are published here, though we will notify you of any changes that, in our sole discretion, represent a material change to your rights or obligations. Your continued use of the Services will constitute your acceptance to such changes. When we change these Terms, we will update the “Last Modified” date above.

Definitions

"Customer Data" means any data of any type that is submitted to the Services by you or on your behalf, including without limitation: (i) data submitted, uploaded or imported to the Service by you (including from Third Party-Platforms) and (ii) data provided by or about people that are collected by the Services.

Documentation” means our standard published documentation for the Services, currently located here.

Feedback” means comments, questions or suggestions relating to any ContentCal product or service.

  1. Certain capitalised terms are defined in this Section 1, and others are defined contextually in these Terms.

Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that you uploaded to or appears on our Services.

Fees” all fees associated with your use of the Services based on your plan including any optional bolt-ons and additional services you may choose.

Services” are the social media management tools provided by ContentCal which enable you to post on social profiles at scheduled times, respond to social media conversations and use analytic tools to gain insights into the performance of social media content.

Taxes" means any sales, use, GST, VAT, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of ContentCal.

"Third-Party Platform" means any software, software-as-a-service, data sources or other services not provided by ContentCal that are integrated with Services as described in the Documentation.

User” anyone who accesses the Services.

Joining and Using ContentCal

  1. To access the Services, you must register for an account. When you create an account to use our Services and accept these Terms, you will become the account owner (the “Admin”). As Admin you take full responsibility for controlling how your account is managed, who has access to it and for paying any Fees.

  2. As Admin you can invite other Users (subject to your plan limits) to access the Services through your Subscription. If you’re an invited User, you must also accept these Terms. As an Admin adding other Users to your subscription, you should understand the permissions you’re granting to Users. If you’d like to read more about user roles and levels of access, check out this information in our Documentation.

  3. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@contentcal.io.

Service and Licence

  1. ContentCal reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. ContentCal will have no liability for any change to the Service or any suspension or termination of your access to or use of the Services.

  2. You understand that any pre-release features within the Services that we make available (“Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions. All information regarding the characteristics, features or performance of any Beta Versions constitutes our Confidential Information.

  3. Your right to access and use the Services constitutes a licensed subscription agreement. You acknowledge that you obtain only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or the like in these Terms no ownership rights are being conveyed to you. ContentCal or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation and all related and underlying technology, derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "ContentCal Technology"). Except as expressly set forth in these Terms, no rights in any ContentCal Technology are granted to you. Further, you acknowledge that the Services are offered as an on-line, hosted solution, and that you have no right to obtain a copy of any of the Services.

  4. From time to time, you may submit Feedback to ContentCal. ContentCal may freely use or exploit Feedback in connection with any of its products or services.

User Content

  1. Certain features of the Services may permit you to upload and publish Content to or via the Services. To enable us to deliver the Services you grant ContentCal a worldwide, non-exclusive, royalty-free right and license to host, store, transfer, display, reproduce, modify for the purpose of formatting for display and distribute your Content in whole or in part, in any media formats and through any media channels you select to use the Services with.

  2. ContentCal disclaims any and all liability in connection with your Content. You are solely responsible for your Content and the consequences of providing Content via the Services. By providing Content via the Service, you affirm, represent, and warrant that:

a) you are the creator and owner of the Content, or have the necessary licenses, rights, consents, and permissions to authorise ContentCal to use and distribute your Content;

b) your Content, and the use of your Content, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ContentCal to violate any law or regulation;

c) your Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

d) your Content does not and will not contain messages of hate, threat of physical harm, or harassment

(collectively, "Content Guidelines").

  1. We are under no obligation to edit or control your Content. ContentCal may, however, at any time and without prior notice, screen, remove, edit, or block any Content that in our sole judgment violates the Content Guidelines. You understand that when using the Services you will be exposed to Content from a variety of sources and acknowledge that Content may be inaccurate, offensive, indecent, or objectionable.

Prohibited Conduct

  1. By using the Service you agree not to:

a) use the Services for any illegal purpose or in violation of any law or regulation;

b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

c) interfere with security-related features of the Services by: (i) disabling or circumventing features that prevent or limit use of the Services; (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by applicable law; or (iii) hacking or using any other illegitimate means of interference; d) interfere with the operation of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware or other malicious code; (ii) making any unsolicited offer or advertisement to another User of the Services; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected used to provide the Services;

e) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Users account without permission;

f) take action that imposes an unreasonable or disproportionately large load on the infrastructure of our systems or networks; or

g) attempt to do any of the acts described in this Section 12 or assist or permit any person in engaging in any of the acts described in this Section 12.

Pricing

  1. We will make reasonable efforts to keep pricing information published on our website up to date. We encourage you to check our website periodically for the current pricing information.

  2. When you first sign up, you can opt for a free trial. Notwithstanding anything in these Terms, ContentCal will have no warranty, support or other obligations to you with respect to the free trial. If you choose to continue using the Services after the free trial, you will need to choose a plan which will include automatically recurring payments (“Subscription”). The Subscription will automatically continue and renew for an additional period of the same duration (either monthly or annual) as the previous one, unless either Party gives the other written notice of termination at least 30 days before the expiration of the then-current Subscription.

  3. It is a condition of use of the Service that a valid debit or credit card (“Payment Method”) is provided at all times in order for your Subscription to remain active. By providing a Payment Method you agree to:

Recurring Billing Authorisation. You hereby authorise ContentCal to automatically charge your Payment Method on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) or each annual anniversary date if paying annually, during the Subscription for all Fees due. You acknowledge and agree that the amount billed may vary depending on your Subscription plan and any optional bolt-ons and additional services you use.

Invalid Payment. If a payment is not successfully settled due to expiration of a Payment Method, insufficient funds, or otherwise, you remain responsible for any amounts not remitted to us and ContentCal may, at its sole discretion, either (i) invoice you directly for the outstanding amount, (ii) continue billing the Payment Method once it has been updated by you (if applicable) or (iii) terminate this your use of the Services.

Termination of Recurring Billing. In addition to any termination rights set forth in these Terms, you may cancel the Subscription by sending ContentCal notice of non-renewal to in accordance with Section 14.

  1. All Fees are invoiced in advance and due immediately, unless your plan permits invoice billing, where payment terms will be 30 days date of invoice. The amount you will be charged as Fees in your plan is only valid for a 12 month period from your first Subscription and we reserve the right to a once yearly automatic increase of up to 10% per year. Fee changes shall take effect from date of notice to you of any increase or decrease in the Fee. If you have a fixed price multi-year plan no changes in your Fee will apply until the expiry of your fixed price period. If you do not accept the revised Fee you are entitled to terminate the Subscription with thirty days written notice.

  2. You may change the type of plan, quantity of optional bolt-ons or additional services included in your Subscription at any time by: (i) emailing us at support@contentcal.io and following any instructions we provide to you in response to your change request; or (ii) on certain plans by initiating a change through your customer portal.

  3. Your Fees under these Terms exclude any Taxes payable in respect of the Services. To the extent that any such Taxes is payable by ContentCal, you must pay to us the amount of such Taxes in addition to any Fees owed. We will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit of the Taxes from the relevant revenue authority.

  4. In order to continue accessing the Services, you need to make timely payments of all Fees. To avoid delayed or missed payments, please make sure we have accurate payment information. If any Fees are 30 or more days overdue we may suspend your access to use the Services until the payment is made.

Termination

  1. You may choose to terminate your Subscription at any time by providing us 30 day's written notice in advance. You’ll still need to pay all relevant Fees up to and including the day of termination. For more information, including on how to terminate your subscription please email us at support@contentcal.io.

  2. We may choose to terminate your Subscription at any time by providing you with 30 day’s written notice in advance. We may also terminate or suspend your Subscription or access to all or any Services if:

a) you breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach;

b) you fail to pay any Fees due; or

c) you or your business become insolvent, go into liquidation or have a receiver or manager appointed over any of its assets.

  1. No refund is due to you if you terminate your subscription or ContenCal terminates it in accordance with these Terms.

  2. Once a Subscription is terminated by you, ContentCal shall irretrievably delete any Content within the Service on the date of termination. It is your responsibility to make or retain a copy of such Content prior to its deletion if required.

  3. The following Sections will survive any expiration or termination of these Terms: 20-23 (Termination), 27-28 (Confidentiality), 31-33 (Limited Warranty), 34-35 (Limitation of Liability), 36 (Indemnity) and 37-45 (General Provisions).

Security and Data Privacy

  1. ContentCal agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use and alteration of any Services or disclosure of any Customer Data. However, ContentCal will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond ContentCal’s reasonable control.

  2. We collect certain data and information about you in connection with your use of the Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you hereby acknowledge.

Confidentiality

  1. Except as otherwise set forth in these Terms, each Party agrees that all code, inventions, know-how, business, technical and financial information (collectively, "Confidential Information") disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitutes the property of the Disclosing Party, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

  2. Any ContentCal Technology and any performance information relating to the Services will be deemed our Confidential Information without any marking or further designation. Except as expressly authorised, the Receiving Party will: (i) hold in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 28 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 28. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Third-Party Platforms

  1. The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, you may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platforms, you authorise ContentCal to access your accounts with such Third-Party Platforms for the purposes described in these Terms. You are solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. ContentCal does not guarantee that the Services will maintain integrations with any Third-Party Platform and we may disable integrations of the Services with any Third-Party Platform at any time without notice to you. For clarity, these Terms govern your use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

  2. We are not responsible for any access to or use of Customer Data by Third-Party Platforms or their products or services, or for the security or privacy practices of any Third-Party Platform. You are solely responsible for your decision to permit any Third-Party Platform to use your Customer Data. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PLATFORM PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PLATFORM.

Limited Warranty

  1. ContentCal warrants, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Services (but we are not responsible for harmful materials submitted by you or introduced Users) (the “Performance Warranty”).

  2. Our sole liability for any breach of this warranty will be, for ContentCal to use commercially reasonable efforts to correct the reported non-conformity at no charge to you. Or if ContentCal determines such remedy to be impracticable, either Party may terminate the applicable Subscription and you will receive as your sole remedy a refund of any Fees prepaid for use of such Services for the terminated portion of the applicable Subscription. The limited warranty set forth in Section 31 will not apply: (i) unless you make a claim within 30 days of the date on which you first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications; or (iii) to Services provided on a free trial.

  3. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 31, ALL SERVICES, SUPPORT, BOLT-ONS AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR FUNCTIONALITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORISED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.

Limitation of Liability

  1. NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

  2. EACH PARTY AND ITS SUPPLIERS AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Indemnity

  1. You are responsible for your use of the Service, and you will defend and indemnify ContentCal and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or connected with: (i) your use of, or misuse of, the Services; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and in that case, you agree to cooperate with our defense of those claims.

General Provisions

  1. In the event of any dispute or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and recognise their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 20 days, either Party may pursue relief as may be available under these Terms pursuant to Section 38.

  2. These Terms will be governed by and construed in accordance with the applicable laws of England & Wales.

  3. You may not sub-license, assign or otherwise transfer the rights granted under these Terms.

  4. Provided we have your prior consent, we may identify you as a ContentCal customer in our promotional materials. We will promptly stop doing so upon your written request sent to support@contentcal.io.

  5. We may seek your consent through the use of the Services, to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

  6. The Parties are independent contractors. These Terms will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.

  7. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay Fees) if the delay or failure is due to events which are beyond the reasonable control of such Party, such as a blockade, war, act of terrorism, riot, natural disaster.

  8. These Terms are the entire agreement between you and us (each the “Party”, collectively the “Parties”) relating to the Services and any other subject matter covered by these Terms, and supersede all prior oral or written communications, proposals and representations between the Parties. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect.

Ends.


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