replient.ai Terms of Service

1. DEFINITIONS

As used in these Terms, unless expressly stated otherwise or evident in the context, the following capitalized terms shall have the following meanings:

1.1 „Ad Account“ means a predefined advertising account registered with Replient and associated with the advertising accounts on Facebook or Instagram.

1.2 „Social Media Account“ means a predefined social media account, such as a Facebook page or an Instagram account, registered with Replient.

1.3 „Affiliate“ means an entity which is a subsidiary or parent of, or under common control with, a Party.

1.4 „Agreement“ means these Terms together with the Software Order Form and any appendices thereto which govern the provision of the Service by Replient and the use of the Service by the Customer.

1.5 „Software Order Form“ means the agreement through which the Customer orders the Service and which, by reference, incorporates these Terms. In the event of a conflict, the Software Order Form shall prevail unless expressly stated otherwise in these Terms or any appendices.

1.6 „Party“ means Replient or Customer separately. Together, they are referred to as the „Parties“.

1.7 „Service“ means the provision of Replient’s software available on a software as a service (SaaS) basis via the Internet on Replient’s tool and website and/or by any other means, including any ancillary services provided by Replient.

1.8 „Replient Software“ means Replient’s proprietary software, including any changes, updates, upgrades, modifications, and enhancements made thereto, and any related modules, add-ons, tools, browser plugins, and applications as well as any documentation related thereto.

1.9 „Terms of Service“ means these terms and conditions applicable to the use of the Service. Replient may update and modify the Terms from time to time and by continuing to use the Service after having been informed of the modification, the Customer accepts the modification. The revised Terms shall enter into force 30 days after the notice of the revised Terms.

2. SERVICE

2.1 The Service consists of SaaS social media tools and documentation provided by Replient, used by Customer via the Internet. The Service may be used by the Customer to manage engagement on social media and optimize advertising campaigns on any Ad Account.

2.2 The Service is designed to assist the Customer in managing engagement and optimizing advertising campaigns, but the Customer remains responsible for how they use the Service and for achieving the intended goals and results of their advertising campaigns.

2.3 Replient is entitled to produce the Service as it deems appropriate. The Service and social media platforms are constantly evolving, and the features made available on the Service may change. In the event of any substantial or major change to the Service, Replient will inform the Customer on its website at https://www.replient.ai.

2.4 The Service does not include telecommunication or networking services or equipment, security services or systems, or hardware. If the Customer requires any of the foregoing, they must obtain such systems, services, and equipment at their own expense from third-party vendors.

2.5 The Customer undertakes not to use the Service for any unlawful purposes and to comply with Replient’s reasonable directions and requests related to the Service.

2.6 The Customer is responsible for complying with all laws, rules, and regulations applicable to them, including those related to advertising and conducting advertising campaigns.

3. REGISTRATION, TRIAL PERIOD, AND ANALYSIS

3.1 Unless otherwise agreed, the Customer shall register before commencing the use of the Service, a free trial, or an analysis. In connection with the registration, the Customer shall sign up to the Service and authorize Replient’s access to the Customer’s Ad Accounts and Social Media Accounts. Replient shall confirm the Customer’s registration and the Ad Accounts in due course.

3.2 Free trials are available as agreed between the parties.

3.3 Free analyses are available as agreed between the parties.

4. RIGHTS OF USE AND PROPRIETARY RIGHTS

4.1 Subject to the Customer’s compliance with all the terms of this Agreement, Replient grants to the Customer a non-exclusive, non-transferable, limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the registered predefined Ad Accounts across social media platforms.

4.2 Customer shall not:

• i) Attempt to copy, modify, duplicate, create or prepare derivative works from or based upon the Service;
• ii) Access any part of the Service to build a product or service that competes with the Service;
• iii) Attempt to obtain, or assist third parties in obtaining, unauthorized access to the Service;
• iv) License, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorized third party;
• v) Reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Replient Software.

4.3 The Customer agrees and acknowledges that all intellectual property rights in and to the Service and any related documentation are owned and remain vested in Replient or a third party. No intellectual property rights of Replient shall be transferred pursuant to these Terms. Customer-owned materials provided to Replient shall remain the property of the Customer.

4.4 If the Customer comments on the Service or provides suggestions or ideas for improving the Service, all such comments, suggestions, and ideas shall be fully assigned to Replient, and Replient shall own all rights to use and incorporate them into its product offerings.

4.5 The use of third-party solutions shall be governed by their provider’s terms and conditions, and this Agreement does not modify or amend such terms.

5. FEES

5.1 Replient’s fees are defined in a separate Software Order Form and are dependent on the products included. Software Order Forms are typically not provided for trial periods or analyses as no fee is charged.

5.2 If the Agreement is terminated as described in Section 9, at least a monthly minimum fee is charged for the last month of use if the Agreement terminates before the end of the calendar month.

5.3 Replient may change the fees with 30 days prior notice. The change shall not affect fees for invoicing periods commenced before the effective date of the change. In case of a price change, the Customer may terminate this Agreement to end on the effective date of the price change by notifying Replient in writing.

5.4 Fees are invoiced monthly via Stripe, and Customer shall remit payment 14 days net from the date of invoice. Interest on delayed payments accrues at 12% per annum or the maximum legal interest rate for late payment, whichever is less.

5.5 Fees are exclusive of VAT and any other governmental taxes and levies. The Customer shall be solely responsible for VAT and other taxes and levies imposed on the Customer.

6. WARRANTIES

6.1 Replient endeavors to make commercially reasonable efforts to ensure that the Service will be available for use on a 24/7 basis, excluding temporary maintenance, updating, and repairs. Replient does not assume any liability for usage interruptions or breaks but endeavors to inform the Customer of Service issues whenever reasonably possible.

6.2 The warranty does not cover errors or deficiencies attributable to changes made by the Customer, use contrary to these Terms, use contrary to Facebook or Instagram terms and policies, disturbances due to data network issues, or a service or product not supplied by Replient.

6.3 The Customer acknowledges that the use of the Service is dependent on social media platforms and third-party data providers and that their actions may affect the use of the Service. Replient does not accept any liability for the operation and function of any Customer or third-party products, services, actions, or omissions.

6.4 TO THE EXTENT ALLOWED BY MANDATORY LAW, REPLIENT DOES NOT HAVE ANY OTHER RESPONSIBILITY OR LIABILITY FOR THE SERVICE. THE SERVICE IS PROVIDED „AS IS“ AND „AS AVAILABLE“ AND REPLIENT EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, CORRECTNESS, AND FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Replient will defend or settle any claim made against the Customer for any intellectual property rights violation relating to the Service arising solely from Replient’s actions. Customer agrees to promptly notify Replient, allow Replient to control the defense, and cooperate with Replient. Replient shall indemnify Customer for such claim by paying the costs and reasonable attorneys’ fees incurred.

7.2 The Customer shall defend or settle any claim made against Replient if such claim arises out of or in connection with the Customer disrupting the Service, infringing third-party intellectual property rights, or user-generated content. Replient agrees to promptly notify the Customer, allow the Customer to control the defense, and cooperate with the Customer. The Customer shall indemnify Replient by paying the costs and reasonable attorneys’ fees incurred.

7.3 Replient shall have no obligations under this Section 7 if the infringement claim arises from the Customer’s combination of the Service with other software or services, Customer’s modification to the Service, or information provided by the Customer.

7.4 The foregoing remedies constitute Customer’s sole and exclusive remedies and Replient’s entire liability with respect to third-party infringement claims.

7.5 NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST BUSINESS OPPORTUNITIES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.6 EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES RECEIVED BY REPLIENT FROM THE CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

7.7 THE LIMITATIONS SET FORTH IN SECTIONS 7.5 AND 7.6 SHALL NOT APPLY TO A VIOLATION OF SECTION 4.2 OR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 7.1 AND 7.2.

8. CONFIDENTIALITY

8.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential. This confidentiality obligation does not apply to material and information that is generally available, received from a third party without any obligation of confidentiality, or was in the possession of the receiving Party prior to receipt from the other Party.

8.2 Replient may collect and analyze Customer’s advertising spend data and trends as well as engagement data but may only disclose this data if it is de-identified or not attributable to any individual or company.

8.3 Each Party shall, upon termination of the Agreement, cease using confidential material and information received from the other Party and, unless separately agreed upon, return the material in question.

8.4 The confidentiality and non-use obligations will remain in force for five (5) years from the disclosure of each respective confidential material and/or information except for trade secrets.

9. TERM AND TERMINATION

9.1 The term and termination of the Agreement are specified in the Software Order Form. If not specified, the following provisions apply.

9.2 The Customer may terminate the Agreement and the use of the Service with immediate effect by providing prior written notice to Replient (email to office@replient.ai).

9.3 Replient may terminate the Agreement and the use of the Service for convenience upon 30 days prior written notice by email.

9.4 Either Party may terminate the Agreement with immediate effect if the other Party is in material breach of its obligations and fails to remedy such breach within 14 days of written notice.

9.5 Upon expiration or termination of the Agreement, the Customer must cease the use of the Service and return or destroy Replient’s material in its possession.

9.6 No paid fees will be returned by Replient upon termination, and the Customer must pay the fees past due at the effective date of termination.

10. DATA PROCESSING

10.1 The Customer must observe and comply with all privacy and data protection laws, including GDPR. The Customer is responsible for complying with terms related to their use of customer/contact databases and privacy policies.

10.2 Replient may process Personal Data on behalf of the Customer. If required by applicable legislation, the Data Processing Policy attached as Annex A applies.

10.3 Replient may collect and process Personal Data regarding the Customer’s personnel and/or other representatives. Such processing is described in Replient’s Privacy Policy.

10.4 The Customer agrees to the applicability of the Data Processing Agreement (DPA) between the Parties.

11. APPLICABLE LAW AND DISPUTE RESOLUTION

11.1 The Agreement will be governed by the laws of Austria, excluding its provisions relating to the choice of law.

11.2 Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The proceedings shall take place in the English language in Helsinki, Finland.

11.3 Existence of arbitral proceedings, the proceedings, any material presented or drafted in relation to the proceedings, and the verdict shall be considered confidential.

12. GENERAL PROVISIONS

12.1 Replient is entitled to change the working methods, hardware, data communication links, software, user interface, or other system components used in providing the Service. Replient may also use subcontractors.

12.2 Replient is entitled to use the Customer’s name and logo as a reference for advertising purposes.

12.3 Neither Party may assign this Agreement without the other Party’s prior written consent. However, Parties may assign this Agreement in whole or in part to its Affiliates or in connection with a merger or acquisition.

12.4 No provision or right under this Agreement shall be considered waived without an explicit written statement or agreement signed by the waiving Party. A waiver of any term or right under this Agreement shall not be construed as a waiver of any other term or right.

12.5 Neither Party shall be liable for any failure to perform obligations (except payment obligations) under this Agreement during any period in which performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or governmental intervention (a “Force Majeure”). The delayed Party must promptly provide the other Party with written notice of the Force Majeure.

12.6 This Agreement and the information submitted by the Customer during the registration process constitute the entire agreement with respect to its subject matter and replace and supersede any prior communications.

12.7 If any provision herein is held to be invalid or unenforceable, it will be reformed to the extent necessary to render it valid and enforceable.

12.8 Headings in these Terms are for convenience only and shall not affect the interpretation of the Agreement.

Annex A – Replient Data Processing Policy

Intro

The General Data Protection Regulation (GDPR) is a set of privacy rules that replaced the Data Protection Directive in May 2018. The purpose of Replient’s Data Processing Policy (Policy) is to explain how Replient collects, processes, and protects client data and how Replient intends to comply with the GDPR.

Replient regards the lawful and correct processing of personal data as essential to successful business operations and maintaining confidence with clients, partners, and stakeholders. Replient is committed to ensuring that personal data is processed lawfully and appropriately.

Replient’s solution automates the management of user-generated content and social interactions at scale, while maintaining the quality of 1-on-1 premium services in real-time. Actions taken based on user-generated content include:

• Removing harmful content
• Sending alerts of situations requiring attention
• Responding to client inquiries
• Gathering and aggregating data for social media analytics

Replient as a data controller and data processor

In order to provide the Services, Replient may process personal data on behalf of the Client as a data processor. Replient processes certain personal data relating to the Client relationship as a data controller.

General requirements relating to processing of Personal Data

The Client is responsible for the lawful collection, processing, use, and accuracy of Personal Data. The Client shall inform individuals about the processing of their Personal Data by Replient and obtain their consent if necessary.

Replient’s assistance obligations

Replient will provide reasonable assistance to the Client to respond to requests from individuals exercising their data protection rights. Replient will assist the Client in ensuring compliance with data protection obligations, including security and data protection assessments.

Transfers of Personal Data

The Client accepts that Replient may process Personal Data outside the Client’s country of domicile. Replient provides appropriate safeguards for data transferred outside the EEA.

Audits

The Client has the right to audit Replient’s facilities and processing activities to ensure compliance with data protection obligations.

Subprocessors

Replient is authorized to involve subprocessors to process Personal Data in connection with providing the Services.

Breaches

Replient will inform the Client of any data breaches without undue delay and provide relevant details.

Deletion and return of Personal Data

Replient will delete Personal Data after the termination or expiry of the Agreement, except where legally required to retain it.