Terms and Conditions

These terms and conditions govern the provision of Sociabble’ service between (i) a customer, either an individual or the authorized representative of a company or any other entity that has subscribed to access and use Sociabble service (hereinafter the “Customer”) via a third-party authorized by Sociabble to resell it service (a “Reseller“) and (ii) Sociabble (as defined below). If Customer is entering these terms and conditions on behalf of a company or another legal entity, Customer represents and warrants it has the authority to bind that company or other legal entity to these terms. Customer and Sociabble are hereafter referred to collectively as the “Parties” or individually as a “Party”.

Each reference to “Sociabble” shall refer as applicable and, depending on the Sociabble entity referenced on the quote signed by Customer, to (i) Sociabble SAS – a company organized under the laws of France and located 12 rue Charlot – 75003 Paris France; or (ii) Sociabble, Inc. – a company organized under the laws of the State of Delaware – United States and located 222 Broadway, 19th Floor, New York, NY 10038 – United States; or (iii) Sociabble India Private Limited – a company organized under the laws of India and located Famous cine building – 20 Dr E Moses Road Mahalaxmi – Mumbai City – Maharashtra – India – 400011.

Sociabble reserves the right, at any time, to update and change any or all these terms, in its sole discretion upon prior notification in accordance with section 17.9 “Notices”. If so, Sociabble will revise the “Effective date” above, notify Customer and publish the new terms online. Customer is responsible for regularly reviewing the most current version of these terms and Sociabble encourages Customer to regularly check this page.

No shrink-wrap, click-acceptance or other terms and conditions outside this agreement (hereinafter “Additional Terms”) will be binding on Sociabble, even if Customer requires an affirmative “acceptance” of such Additional Terms before access to or use of the service, or any part thereof. All such Additional Terms will be of no force or effect and will be deemed rejected by Sociabble in their entirety.

Capitalized terms used herein shall have the meaning ascribed to them and shall be applicable to the appendices and exhibits as well.

1. Scope of the service

The service. Pursuant to the present terms, Sociabble will make the following services (hereinafter the “Service”) available to Customer (a) the service ordered by Customer as specified in a written ordering document for the service executed by both Customer, and/or Reseller, and Sociabble (a “Quote”) and described in the Support and Service Level Assistance; and (b) any additional services ordered pursuant to a mutually acceptable written amendment to these terms.
The content. Through the Service, Customer will operate Sociabble platform (hereinafter the “Platform”) that enables the production, management, aggregation and distribution of content to social networks by Customer. A content shared within the Platform (hereinafter “Content”) shall refer to whitepapers, videos, blog posts, social feeds, landing pages, articles and other content of Customer and its employees or authorized user of the Service (the “Users”). Customized Content is organized into thematic channels and can be accessed from the service accessible on (i) mobile; (ii) the web; (iii) intranets; (iv) customer-internal social networks or (v) screen networks and can be shared by a User on social medias.
Third-party services. In the event third parties (such as API suppliers) modify their service policy, Sociabble reserves the right to make functional alterations to the Service. Sociabble agrees to promptly intervene in case of a server failure making the use of, and the access to, the hosted software impossible.
Sandbox. Platform test. Upon subscription by Customer, and/or Reseller, to this paying feature, Sociabble might grant the Customer access to a sandbox in order to allow Customer to test the Service on sample of production data. This Platform test shall not be used by Customer to evaluate the entire service and feasibility of its features at scale (ie onboarding of all Customers users on a sandbox is not allowed).

2. Client onboarding, Professional services and Staging licenses

For the purpose of the present terms and conditions, “Professional Services” shall be understood as services delivered during the onboarding phase of Customer’s project including without limitation customer success days, functional support ticket, technical setup; and, “Onboarding” shall be understood as the pre-launch process where the Customer Success Manager (hereinafter “CSM”), along with some qualified Users, assess Customer’ project and setup the Platform according to Customer’s needs before the Platform is ready to use; and “Staging licenses” shall be understood as licenses provided to users with privileges having full access to the back end of Customer’s Platform (hereinafter “Administrators Users”) only, before the Service start date.
Start date of the Customer’s onboarding. Upon signature of the applicable Quote, a CSM will be allocated to Customer and a first meeting (a kick-off meeting) shall occur within four (4) weeks, at the latest, from the signature date of the applicable Quote. This delay might be shortened according to the nature of the subscription purchased by the Customer and/or Reseller, and in particular the number of customer days purchased.
Onboarding timeline. The Customer and its allocated CSM will jointly work on launching Customer project. Therefore, the Onboarding timeline might evolve in case Customer does not timely provide the required elements (hereinafter “Customer Dependencies”), in particular the Onboarding timeline will be extended if delayed because of a Customer Dependency. In such a case, Sociabble will (i) be excused from the delayed in launching the project and (ii) as mutually decided between the Customer and its allocated CSM, be given additional time to perform such Onboarding.
Customer’s assistance. Customer will provide all Customer personnel, information data, software and hardware computing resources and other facilities that Sociabble may reasonably require in connection with completion of the Professional Services.
Staging licenses. If any, the Staging licenses shall start on the “Start of Staging licenses” date as set forth in the applicable Quote and will continue thereafter for the “Duration of Staging licenses phase”.
As may be specified in the applicable Quote, if the fees for the Professional Services are prepaid packages, Customer must consume such Professional Services within the time period set forth in the applicable Quote, and upon the expiration of such period any remaining, unused portion of the Professional Services will expire, and Sociabble will not be obligated to provide such Professional Services or a refund of any fees paid under such Quote.

3. Copy and use restrictions

Except as expressly permitted under these terms, Customer shall not directly or indirectly do any of the following: (i) access, use, sell, distribute, sublicense, broadcast, or commercially exploit the Service or any rights under these terms, including without limitation any access or use of the Service on a service bureau basis or for any Customer processing service beyond the scope specified in these terms (such as for any third-parties on a rental or sharing basis); (ii) introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the Service; (iii) copy, modify, or prepare derivative works based on the Service; (iv) reverse engineer, decompile, disassemble, or attempt to derive source code from the Service; or (v) remove, obscure, or alter any intellectual property right or confidentiality notices appearing in any aspect of the Service.

4. Financial conditions

The subsections 4.1; 4.2; 4.4; 4.5; 4.6 and 4.7 are not applicable to Customers purchasing the Service via a Reseller

Fees. Customer agrees to pay Sociabble the fees for the Service within thirty (30) days from the invoice issuance date, except otherwise set forth in the applicable Quote.
Currency. The Fees shall be paid in the currency determined into the applicable Quote. For the purposes of the present section, the currency dollars shall be understood as US dollars.
Invoicing. In the event Customer conditions the payment of an invoice to a purchase order, Customer shall share with Sociabble or the Reseller such purchase order within fifteen (15) days upon validation of the Quote. Beyond this time period, Sociabble will be entitled to invoice Customer or the Reseller, even without this purchase order, and to receive payment for the Service invoiced. The Customer acknowledges that any Additional Terms attached to this purchase order shall be deemed not to apply to the relationship between the Parties.
Taxes. The Parties acknowledge that Customer will be solely responsible for taxes, fees, surcharges, duties or other assessments levied or assessed by any governmental authority in connection with these terms or any fees paid by Customer.
Late payment fees. If full payment of the fees, by Customer, is not made at the due date, Sociabble may suspend the Service in its sole discretion and without prejudice to its other rights, until such fees are paid in full. Late payment will accrue interest beginning as of the due date at the rate of one percent per month, increased by a fixed compensation of forty euros (40€) (only for Customers contracting with Sociabble SAS) or four thousands rupees (4,000 ₹) (only for Customers contracting with Sociabble India Pte Ltd) for recovery costs without prejudice to Sociabble’s right to request an additional refund if the actual recovery costs exceed the amount of the fixed rate fee.
Price increase. Upon tacit renewal to the same conditions, Sociabble reserves the right to increase the fees of its Service in case of a price increase from its suppliers and vendors. This price increase may amount to up to five percent (5%) per year and Customer agrees to pay such price increase in accordance with the terms hereof. For the purpose of this section, fees shall be understood as the amount specified in the applicable Quote before any exceptional discount.
Exceptional discount. Any exceptional discount granted by Sociabble within an applicable Quote will apply only for the minimal subscription period stated in such a Quote and shall not be applicable to any renewal period thereafter.
Volume of licenses. In the event Customer exceeds regularly or permanently the number of licenses purchased as set forth in the applicable Quote, Sociabble will notify Customer and/or Reseller, and provide Customer and/or Reseller, with a thirty (30) days period to adjust the situation by either (i) reducing it number of licenses to match the volume set forth in the applicable Quote; or (ii) purchasing the additional licenses. If, at the expiration of these thirty (30) days period, no action has been taken by Customer, Sociabble shall be entitled to invoice Customer or Reseller additional license fees, based on the then-current price of the license.

5. Term

Term of the terms and conditions. These terms and conditions come into force at the date the Customer or the Reseller sign the Quote or failing that, issues a purchase order.
Term of the Service. The Service will commence on the “start of the service” date mentioned on the applicable Quote (hereinafter the “Effective Date”) and will continue thereafter for the “minimal subscription period” as set forth in the applicable Quote (hereinafter the “Initial Term”).
Renewal. After the Initial Term, these terms and applicable Quote, shall be automatically renewed for additional periods of the same duration as the Initial Term (hereinafter “Renewal Term”), provided that Customer shall not have given written notice of termination ninety (90) days before the end of the Initial Term or any Renewal Term, or unless otherwise terminated in accordance with the below section 6 “Termination”. Notwithstanding the foregoing, in case the Initial Term is inferior of twelve (12) months, the Renewal Term shall not be shorter than twelve (12) months. The terms hereof shall remain in effect during any Renewal Term, except as otherwise expressly agree to in writing by and between the Parties. The Initial Term and any Renewal Term are collectively referred to as the “Term”.

6. Termination

Termination for breach. A Party may terminate these terms if the other Party breaches any material term or condition and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.
Consequences of the termination or expiration of the present terms:

- all the rights granted to Customer will terminate and Customer will promptly cease to use the Service;

- the following sections will survive: section 3 “Copy and use restriction”; section 7 “Intellectual property rights”; section 8 “Warranties”; section 9 “Disclaimer”; section 10 “Indemnification” and section 11 “Limitation of Liability”;

- Customer has the right to obtain a data export related to the use of its Platform, including Content, User information as well as performance statistics and, Sociabble commits to provide such export within thirty (30) days from Customer’s request, provided that such request must occur within thirty (30) days after the termination date.

7. Intellectual property rights

Ownership. Sociabble SAS will retain all legal rights, title and interest in the software that it uses to provide the Service, as well as Sociabble’ website (hereinafter the “Website”), hardware, databases, underlying information, source code and technology used to power the Website and provide the Service. Sociabble SAS grants Sociabble, Inc. and Sociabble India Pte. Ltd. a license to sell and sub-license the Service to the Customers contracting with these affiliates.
Grant of Rights. Pursuant to these terms: (i) Sociabble hereby grants Customer a non-exclusive, non-transferable, worldwide license for the Term, to access and to use the Service solely for Customer’s internal business purposes, subject to the scope and pricing specified in the Quote; and (ii) Customer hereby grants Sociabble a non-exclusive, non-transferable, worldwide right to use the Content solely as strictly necessary to perform the Service under these terms.
No infringement. Sociabble warrants that the Service and its use by Customer pursuant to these terms, does not and will not infringe or constitute an infringement or a misappropriation of any intellectual property rights of a third-party.
Warranty. Customer is solely responsible for the use of the Service, for the compliance by its Users with these terms and, Customer is liable for the ownership rights and trademarks of Content loaded into the Service. Sociabble has no ownership rights on the Content and will not be liable for any Content.

8. Warranties

Mutual warranties. Either Party hereby represents, warrants, and covenants to the other that: (i) it has the authority to enter into these terms, to attribute the rights granted under these terms, and to perform its obligations; and, (ii) it will comply with any applicable laws and regulations, including laws related to the security or privacy of Content, that may be in effect during the Term as its applies to such Party’s obligations under the present terms.
Service warranties. Sociabble warrants that, during the Term, the Service will be performed: (i) substantially in accordance with the technical manuals and User documentation relating to the operation and the use of the Service that is provided by Sociabble to Customer under these terms; and (ii) in accordance with the service levels requirement as set forth in Support and Service Level Assistance (accessible via the following link : Support and Service Level Assistance – Sociabble). Customer declares to be fully aware and to accept the features of the Service and to have sufficient skills to use the Service pursuant to the present terms.

9. Disclaimer

THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS ARE THE SOLE WARRANTIES PROVIDED BY SOCIABBLE HEREUNDER. SOCIABBLE SPECIFICALLY DISCLAIMS, TO THE MAXIMUM EXTENT LEGALLY PERMITTED, ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICE OR ANY OTHER ITEM OR SERVICE COVERED BY OR FURNISHED UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY (I) OF MERCHANTABILITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; OR (III) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. SOCIABBLE DOES NOT WARRANT THAT ANY ITEM OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.

10. Indemnification

Customer will indemnify, defend and hold Sociabble harmless from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney’s fees) by reason of any allegations, claims, suits or proceedings brought by a third party arising out or relating to (i) any Content or the use of any Content by Customer through the Service or (ii) any breach by Customer of any covenant, representation, warranty or other condition of these terms.

11. Limitation of Liability

Neither Party will be liable to the other Party, or any third-party claiming through the other Party, for indirect loss or damage, lost profits, arising out of the subject matter of these terms. To the maximum extent permitted by law, in no event will the total liability of either Party under these terms (other than Customer’s payment obligations hereunder) exceed the total amount of fees actually paid by, or on behalf of, the Customer to Sociabble under the applicable Quote for the twelve-month immediately preceding the event giving rise to the occurred damage.
The Platform allows Customer to link and transmit Customer’s data or to access services or content from third parties’ websites or third parties’ software. Sociabble does not control and is not responsible for such third parties’ websites and software accessible via the Platform. Therefore, Customer assumes all the risks associated with accessing and using such third parties’ websites and software. Sociabble shall not be responsible for the unavailability or possible errors of third parties’ software for the backup of data or information provided or stored on a third-party software (whether obtained or accessed via the Platform).
Nothing in these terms shall be construed to limit the liability of a Party for death, personal injury, gross negligence, and willful misconduct.
The Parties agree that the Party affected by a breach, from the other Party, will take reasonable measures to mitigate any loss suffered.
Each Party shall only be entitled to bring a claim against the other Party under these terms within one (1) year after the breach giving rise to the claim.

12. Confidentiality

For purposes of these terms, confidential information refers to any commercially sensitive, proprietary or otherwise confidential information relating to either Party, its affiliates or the Content and/or these terms, whether oral, in writing or by any other means that may directly or indirectly come into the other Party’s possession or into the possession of such Party’s personnel, agents, contractors or sub-contractors as a result of or in connection with these terms (hereinafter the “Confidential Information”).
Each Party shall maintain the Confidential Information in confidence and shall not disclose or otherwise share such Confidential Information to others, or use it for any purpose, except pursuant to carry out the terms and objectives hereof or, with the written consent of the other Party.
However, a Party is entitled to disclose Confidential Information:

- to any of its affiliates, officers, directors, employees, agents, advisers, or representatives, to the extent that such disclosure is necessary for the performance of a Party’s obligation or the provision of the Service under these terms;

- if such Party can demonstrate that such Confidential Information fell into public domain prior the enforcement of these terms or after such enforcement, by other means than a breach of the present section by the disclosing Party;

- lawfully or properly obtained by the receiving Party from a third party entitled to disclose such information and who is not under any obligation of confidentiality;

- independently developed by such Party prior receiving it from the disclosing Party;

- that is requested to be disclosed by any applicable statutory obligation, a court, a regulator or a body having similar authority over the receiving Party, provided that, where permitted by such authority, the disclosing Party is given reasonable prior notice thereof so as to be able to contest or seek a protective order with respect to such disclosure;

- in connection with any dispute, legal or arbitration proceeding arising in connection with these terms.

The obligation of confidentiality described in the present section shall survive two (2) years after termination of the Term.

13. Personal data

While providing the Service under these terms, Sociabble may process certain Customer personal data that refers to any information relating to an identified or identifiable natural person (hereinafter “Personal Data”). 
In respect with Personal Data, the Parties agree to comply with Sociabble Data Processing Agreement (accessible via the following link : Data Processing Agreement – Sociabble).

14. Non-solicitation

During the Term and for a period of one (1) year following it termination or expiration, Customer shall not directly or indirectly induce or attempt to induce any employee of Sociabble to leave its employment, or in any way interfere with the relationship between Sociabble and any such employee without Sociabble’ prior consent. If an employee of Sociabble is, nonetheless, solicited by Customer, the Parties shall meet to discuss the terms and the outcome of this solicitation as well as the consequent financial compensation.

15. Publicity

Logo. Customer agrees and acknowledges that Sociabble may use Customer’s name and logo to identify Customer as its client on its website.
Relationships disclosure. Customer authorizes Sociabble to disclose the existence of their commercial relationship and use its name, logo and/or trademark without notice to or consent by such Customer, in connection with certain marketing materials that the Parties may disseminate to the public. The promotional materials may include, but are not limited to, promotions, internet website, press releases, advertising and any other materials.
Disclaimer. Notwithstanding the foregoing, nothing in section 15 obligates Sociabble to use a Customer’ name, logo and/or trademark, in any of its promotional materials or website, and the Customer may at any time, notify Sociabble to cease the use of its name, logo or trademark in it promotional materials by sending a notice to the following email address: legal@sociabble.com. Nonetheless, if the applicable Quote includes a marketing discount, Customer can’t prevent Sociabble from releasing promotional materials featuring Customer name and/or logo as previously agreed in the applicable Quote.
Webinar. Upon Customer’s consent, Sociabble may invite Customer to participate in a webinar and/or feature Customer’s experience in a webinar.

16. Governing Law & Dispute Resolution

Depending on which entity of Sociabble Customer is contracting with, these terms shall be governed by, subject to, and interpreted in accordance with (i) the laws of France (Sociabble SAS); (ii) the laws of the State of New York (Sociabble, Inc.); and (iii) the laws of India (Sociabble India Pte. Ltd.) without regard to the conflict of laws’ principles. Any disputes arising out of or relating to the present terms shall be resolved according to this section.
The disputing Party shall give the other Party written notice (the “Notice”) of the dispute. The Parties will attempt in good faith to resolve each dispute within thirty (30) days from the delivery of the Notice by negotiation between the Parties. If the dispute has not been resolved within such thirty (30) days, it will be referred to a mediator appointed by both Parties. If mediation fails, then the dispute shall be submitted to the competent Court according to the below section 16.3.
Depending on the entity of Sociabble in dispute, the Parties hereby irrevocably consent to the exclusive jurisdiction of (i) the commercial Court in Paris (Sociabble SAS); the commercial Court in New York City (Sociabble, Inc.); and (iii) the commercial Court in Mumbai (Sociabble India Pte. Ltd.).
Nothing in this section shall be deemed to prohibit or restrict either Party from: (i) seeking injunctive relief, or (ii) seeking such other rights and remedies as it may have at law or equity for any actual or threatened breach of any provision of these terms relating to a Party’s Confidential Information or proprietary rights.
English shall be the governing language of these terms.

17. Miscellaneous

Additional terms related to third party websites. Customer is solely liable for drafting behavioral rules for its users to follow. These terms of use shall include the restrictions detailed in section 3 “Copy and use’ restrictions” of the present terms. In addition, if Customer is accessing or using third party websites while using the Service, Customer must use the Service in accordance with any additional terms and conditions included in such third party websites’ terms of service, which are in place from time to time, the current version of which can be found on each third party website.
Hardship. Where the performance of these terms becomes more onerous for one of the Parties, such Party is nevertheless bound to perform its obligations to the exclusion of any provisions on hardship.
Travel policy. The travel expenses incurred in the context of supporting Customer’ ongoing project shall be borne by the Customer and reimbursed at actual cost.
Force Majeure. To the extent applicable, in the event a Party is unable to perform its obligations under these terms in reason of acts of God, strikes, cyber attack, power outage, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control (a “Force Majeure Event”), such Party shall not be liable to the other Party for any damages resulting from such failure to perform or otherwise from such causes. In the event a Party is subject to a Force Majeure Event, the Party subject to a Force Majeure Event shall promptly notify the other Party of the occurrence and details of such Force Majeure Event. If a condition constituting force majeure, as defined herein, prevents a Party from performing its obligations under these terms, up to sixty (60) days, the other Party may terminate the present terms.
Assignment. These terms and any rights or obligations hereunder, shall not be assigned, sub-licensed or otherwise transferred by the Parties without the prior written consent of the non-assigning Party. Notwithstanding the foregoing, either Party may assign or transfer these terms in case of a change of control or by operation of law upon prior written notice.
Severability. In the event, any provision hereof is deemed invalid or unenforceable by any Court or governmental entity of competent jurisdiction, such provision shall be deemed severed from these terms and all remaining provisions shall be afforded full force and effect as if, such severed provision had never been a provision hereof.
Waiver. No failure or delay by a Party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
Entire agreement; counterparts. These terms and applicable Quotes: (i) contain the entire agreement and understanding between the Parties; and (ii) supersede all and any other prior agreements, negotiations, representations, and proposals, written and oral, related to the Service. These terms may be: (a) amended in writing by the Parties; (b) executed in one or more counterparts, each of which shall be considered an original and which shall, taken together, constitute these terms; and (iii) evidenced by e-mail delivery of a “.pdf” or similar format data file, provided that either Party may require the other Party to subsequently exchange one or more executed originals of these terms.
Notices. All notices required hereunder shall be given in writing by registered or certified mail with return receipt at 12 rue Charlot 75003 PARIS (France) or sent by registered email with return receipt at the following email address: legal@sociabble.com.
Contractual hierarchy. These Terms and Conditions take precedence over any other terms and conditions of purchase issued by Customer or any other general terms and conditions that may be applicable. The contractual documents binding the Parties consist exclusively of the following documents, presented in hierarchical order of decreasing legal value:

- The Quote;

- The present terms and conditions;

- The documentation deemed to be incorporated into the present terms and conditions: (i) Support and Service Levels Assistance and (ii) Data Processing Agreement;

- The order form issued by the Customer.

In the event of a contradiction between one and/or more provisions contained in any of these documents, the higher-ranking document shall prevail.

To consult the previous version of our T&Cs,click here