Il presente Contratto (definito di seguito il “Contratto”) è stipulato in Italia tra Help me post. (di seguito “Help me post” o “Fornitore” ), P.IVA12238501006 , con sede legale in Via Ticino 25/d Monterotondo (RM) – 00015 in persona del Legale Rappresentante pro tempore e il Cliente (congiuntamente le “Parti”), identificato con i dati forniti compilando l’apposita scheda anagrafica, il quale per il tramite del suo Rappresentante Legale o comunque di un procuratore autorizzato alla stipula del presente Contratto in nome e per conto del soggetto che rappresenta (di seguito il “Cliente” o “Utente”).
Premises
G tech Group is a company specialized in the digital communication sector and in particular in Social Media Management;
G tech Group has developed and designed an online digital service accessible via the Internet in "Software As A Service" mode which allows the user to directly and independently manage communication on social networks (hereinafter "The Service") ;
The Service can be used through the website www.Help me post.com, reserved for professional users; the Customer undertakes to use it exclusively in relation to his professional activity and in any case for needs connected to it.
The Customer will be able to use the Service only after previously reading all its parts and express remote acceptance via the internet ("Online Acceptance") of the following Conditions of Use. The latter can be modified at the Supplier's discretion in any part he deems appropriate and subsequent use of the Service determines acceptance of the changes by the Customer.
In consideration of the premises indicated above, the Parties agree and stipulate the following User License Agreement.
Section 1. Definitions.
In relation to this Agreement, the meanings to be attributed to other recurring terms and expressions are indicated below:
Users or Customers – means people who directly access the Service through an online registration process which serves to provide identification and access information (Username and Password). Authorized users may include your employees, consultants, contractors, agents or other designees;
Activation date - the date communicated by Help me post to the Customer upon activation of the Service following a remote online order (Ecommerce), via Internet connection
Intellectual property - identifies any intellectual property right governed, from time to time, by patent laws, semiconductor chip protection laws, copyright, trade secrets, trademarks and any other registered or unregistered intellectual property rights registered, as well as any applications, renewals, extensions, reintroductions and reinstatements, now in force or possible in the future, throughout the world.
Section 2: Terms of Use of the Service
2.1 – License to use the Service.
Help me post, in compliance 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 the use of functions 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 Contract is not subject to the regulation of consumer contracts. However, 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 can withdraw at any time, without any commitment or cost.
2.2 – Customer Access to the Service.
The Customer will have access to the Service through a Reserved Area via authorization and authentication credentials attributed to the Customer, kept and used by them under their exclusive responsibility. In particular, the Customer undertakes to keep the alphanumeric access codes (called "Username" and "Password") referred to above with the utmost confidentiality and is therefore also responsible for their safekeeping. The Customer will therefore be solely responsible for any damage caused by any use of the login and password by unauthorized third parties.
However, the User undertakes to:
immediately notify the Supplier of any theft, misplacement, loss or appropriation for any reason by third parties of the Username and/or Password;
to change the Password at least once every six months by choosing the Password item from the Reserved Area within the Service;
both during registration and through the Reserved Area within the Service, to provide updated, complete and accurate information and references (in particular the email address).
It is expressly forbidden to:
bypass or tamper with access and authentication to the Service;
reverse engineer, disassemble, decompile or attempt to discover the source code or underlying algorithms of all or any portion 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 of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not intentionally made available through the Service ;
attempt to gain unauthorized access to any portion or feature of the Service, or to other systems or networks connected to the Service or to any Help me post server, or to any of the services offered by Help me post, through hacking, password mining ” or any other illegal means;
probe, scan or test the vulnerability of the Service or any network connected to the Service, or breach the security or authentication measures on the Service or a network connected to the Service;
take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Help me post systems or networks, or any systems or networks connected to the Service or Help me post;
use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service;
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 unlawful or prohibited by this Agreement.
The User must promptly notify the Provider of any unauthorized use of or access to the Service and its functions, or any breach of security. The Supplier cannot be held responsible for any damage or disservice resulting from unauthorized use and access carried out via the alphanumeric codes assigned to the User.
2.3 How to use the Service
Access to social networks occurs via the API (Application Programming Interface) services provided publicly by them. In this regard, the following is specified:
to. There is no type of agreement between Help me post and the social networks used. The social networks mentioned above may at any time discontinue or modify the APIs and
could consequently limit, alter or even inhibit the functioning of the social channel towards that specific social network;
b. By using scheduled sendings it is possible that a function available at the time of planning is not functioning correctly at the time of sending if a change to the API has occurred in the meantime;
The Service does not store any password of the social networks managed by the user, instead it uses an access token which is returned by the social networks every time the user authenticates with them via browser. A valid access token is essential to access social network APIs.
The access token can be invalidated for the following reasons:
to. the User changes their password on the social network;
b. the User removes access authorization for the application via social networks;
c. based on a policy of the individual social network, the access token can be invalidated after a certain period of time ("expired account");
d. 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 via the channel reconnection function present on the Service.
2.4 Contents
The photographic, graphic or textual documentation for the creation of the contents is the sole responsibility of the User.
Help me post is not responsible for the content of the information freely published by the user in the published posts and is also not liable in any way for damages caused directly or indirectly through the use of the services provided.
The images and/or documents uploaded will be archived and made available subject to different instructions from the User. Help me post reserves the right to verify, at any time and without notice, the conformity of the saved files. In the event that these files are larger than the maximum allowed limit or in any case fall into one of the following cases:
- obscene, pornographic or paedophilic content;
- offensive content, with purposes contrary to morality or harmful to the rights of third parties;
- content that incites violence, hatred or for purposes contrary to public order;
- content protected by copyright (e.g. publications or parts thereof or anything else);
- content that concerns or promotes services or goods that are illegal in the country of reception and/or origin of the posts or in any case in conflict with Italian legislation;
material with these characteristics or deemed "dubious" at the sole discretion of the Supplier will determine the suspension of the publication service without the need for any notice and without anything being due for any unused period in the event that the Customer does not respect the terms mentioned above.
2.5 – Method of deletion of customer data.
After 120 (one hundred and twenty) days from the date of expiry or dissolution of the Contract for any reason, Help me post will have the right to delete the data stored on behalf of the Customer in the Service. Such data will be freely consultable by the Customer within the period indicated above using the normal functions of the Service.
In the event of suspension of access to the Service due to administrative irregularities, the Customer will be able to access only after having removed the cause that led to the block. Without prejudice to this right of cancellation, longer retention times may also be dictated by different needs.
Section 3. Ownership and Trademarks.
3.1 – Properties of the Help me post Service.
Help me post is the sole exclusive owner of all rights and interests in the Service and any Intellectual Property related thereto, including any developments arising therefrom. Help me post® is a registered trademark. The website www.helpmepost.com, the Service and the information contained therein are the property of Help me post.
Unauthorized copying and dissemination in violation of intellectual property rights is prohibited.
3.2 – Use under license.
If the Customer sublicensees 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, as no relationship exists for these end customers directed with Help me post. The Conditions of use of the Help me post Service must in any case be accepted and read by the users.
The nomination of Help me post The external data processing manager also extends to the processing that will be carried out in relation to the contractual agreements in place with its sub-licensee customers, with respect to which it is the responsibility of the sub-licensee customers themselves to appoint the resellers as external data processing managers. data or to identify suitable organizational methods aimed at guaranteeing the security of the data processed.
The Customer undertakes in any case to indemnify and hold Help me post harmless from any prejudice that it may suffer due to behavior, defaults or violations of the sub-licensees.
Section 4. Economic terms and contractual duration.
4.1 – Start, duration and termination of the Contract.
The Contract is for a fixed term based on the minimum duration and related usage fee chosen by the Customer (by way of example and not limited to 1 or 12 months). The duration starts from the Activation or renewal date. The expiry date (which also includes the date following the first following renewal) is highlighted in the Reserved Area.
The Contract is automatically renewed for an equal duration (e.g. 1 or 12 months etc.) in the absence of cancellation which the Customer can exercise until the expiry date of the Contract via the specific functionality made available in the Reserved area.
During the initial free trial period (Trial), the Customer can exercise the withdrawal from the Contract freely, at no cost and at any time. Help me post reserves the right not to proceed with publications by the Customer through the Service via social channels, in the event that the same programming, although starting during the period of validity of the Contract, continues beyond the deadline of the same.
4.2 – Fee, invoicing 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 completed remotely via the E-commerce site, except for the use of any initial free trial period (Trial).
Payment can be made by credit card or bank transfer subject to payment. The recurring payment method will be activated, which provides, on the renewal date, the pre-authorized automatic debit of the amount corresponding to the use of the Service and the options already activated for a period of the same duration, unless canceled by the Customer within the Reserved Area.
In the event of an upgrade from a current annual plan to a higher one (or in the case of adhering to a promo of the same plan), the unused months will not be recoverable or cumulative. There are no refunds for partial or unused months of the Service.
If upon automatic renewal of the Contract the pre-authorized debit is not successful for any reason (by way of example and not limited to: expired credit card or lack of necessary funds) this will result in the immediate blocking of the functions and the simultaneous notification of non-payment within the Reserved Area.
In the event that the Customer does not pay the fee as agreed above, Help me post may, at its sole discretion and at any time, disable the publishing function, subject to communication in the dashboard and via email. If 5 (five) calendar days have passed without the Customer having paid the balance, Help me post
will be authorized to downgrade to the free version and delete all subsequent data present.
The periodic fee for the Service and related options may be subject to change starting from the next renewal. In the event of an increase, Help me post will inform the Customer with notice of at least 10 (ten) days before the chosen deadline, via email to the Customer's email address identified in the personal data section in the Reserved Area.
The new rates will be applied from the date of renewal of the Contract and will be kept unchanged at least for the following contractual period. If the Customer does not intend to accept the new rates, he/she may exercise the cancellation within the established terms and conditions; failure to cancel will be considered as unconditional acceptance by the Customer of the new rates, which will therefore be legitimately applied from the date of renewal.
Section 5. Disclaimer of Warranties
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. Help me post and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Help me post, nor its suppliers and licensors, makes any warranty that access to the Service will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through the Service at your own discretion and risk.
The Customer acknowledges that software updates to the Service may be applied periodically (including the addition, modification or removal of functionality, features, or content) and that these are the responsibility of the Supplier who decides the methods, quantities and times of execution. The Customer declares to be aware that updates could lead to temporary unavailability of the Service.
Help me post undertakes to use all commercially reasonable and industry standard efforts to provide the Service in a professional, workmanlike and defect-free manner. Help me post's sole liability relating to any defects in the Service is to use commercially reasonable efforts to promptly correct such defects.
Section 6. Representations, Warranties, Liabilities and Limitations.
6.1 – Guarantee of correctness of the Customer's information.
The Customer declares and guarantees:
(i) that all the information provided by the Customer to Help me post is complete, correct and updated, including the data entered in the appropriate "Profile" menu, and in particular in the "Account" section, available within the Reserved Area of the of the Service;
(ii) to be entitled to authorize, and to authorize Help me post to exercise all rights necessary to fully execute this Agreement. Nothing in this article is intended to limit or exclude the liability of any of the Parties for willful misconduct or gross negligence, without prejudice to the exceptions provided for in this Contract. All correspondence between the Client and Help me post, including its collaborators, can be recorded and archived.
6.2 – Responsibility for published information.
In consideration of the nature and characteristics of the Service and its functioning, the Customer, also as responsible for the actions of its employee, clerk or auxiliary pursuant to articles. 1228 and/or 2049 of the Civil Code, undertakes to fully indemnify and indemnify Help me post in the event that the latter is requested or required, directly or jointly, both extrajudicially and judicially, to pay amounts, by way of example and not exhaustively , by way of compensation for damages, indemnity, sanctions (criminal, administrative, fiscal or other nature) in relation to the content of the communications and the information transmitted or otherwise transmitted through the Service, the legitimacy of the same, as well as the behavior of the Customer, by personnel, employees, collaborators of the latter, by end customers, or in any case by any person for whose actions the Customer is required to respond by law or contract.
Civil and criminal liability in relation to the information published through the Service offered by Help me post remains the sole responsibility of the Customer.
6.3 – Liability for non-compliance by the Customer.
The Customer undertakes to fully indemnify and hold Help me post harmless from all damages, losses, liabilities, costs, charges and expenses, including any legal expenses, which may be suffered or incurred by Help me post or of which the same was the subject of a payment request, and which would not have been thus suffered or incurred or requested if:
(i) the Customer had fulfilled the obligations assumed by signing this Contract e
(ii) the representations and warranties provided by the Customer with the signing of this Agreement were true, correct, complete and not misleading.
The Customer also undertakes to fully indemnify and hold Help me post harmless from all damages, losses, liabilities, costs, charges and expenses, including any legal expenses that may be suffered or incurred by Help me post or of which the same was the subject of a payment request, 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 and recognizes 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 for it.
The Customer undertakes to communicate and have its employees, and all those who will in any case have access to the Service by virtue of the existing relationship with the Customer, sign the commitment to observe the obligations arising from this Contract, ensuring in any case that they are aware of and undertake to do everything possible to ensure that these obligations are punctually observed.
Help me post and its employees and/or collaborators do not assume any responsibility in relation to the use of the Service by the Customer and to this end the Customer irrevocably undertakes, expressly exempting the third party beneficiaries from the burden of declaring that they wish to benefit from it, to fully indemnify and indemnifies Help me post and its employees and collaborators from any damage or prejudice, whether contractual or non-contractual, which may arise, directly or indirectly, from the methods of use of the Service and 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 whatsoever, including expiry of the terms, termination or withdrawal of the same.
6.5 – Defaults due to external events.
Help me post will not be held responsible in any way for the malfunctioning of the Service or the impossibility or difficulty in carrying out the ancillary services deriving from the responsibility of the operators of telephone lines, electricity lines and global and national networks, by way of example, but not limited to, following faults, overloads, interruptions, etc.
6.6 – Force majeure.
Help me post cannot be held responsible in any way for non-execution of this Contract that arise from causes beyond its sphere of reasonable control or from causes of force majeure or unforeseeable circumstances, such as, by way of example and not limited to, popular riots , acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides and mudslides.
6.7 – Interruptions for exceptional events.
Help me post is committed to maintaining the efficiency and functionality of the Service; should it be forced to interrupt its use due to exceptional events or maintenance, it will contain such interruptions or suspensions as quickly as possible, providing timely updates to the Customer.
Help me post will define the appropriate access procedures and reserves the right to improve them at any time; will also provide the Customer, upon request, with all the technical specifications to be able to access the Service and make correct use of it in accordance with the provisions of this Contract.
6.8 – Defaults due to third parties.
Help me post will also not be responsible for the behavior or omissions of third parties that jeopardize the functioning of the Service, including, by way of example and not limited to
slowdowns in speed or failure of the telephone lines and computers that manage electronic traffic between the Customer and the Service.
6.9 – Third party services.
In the event that the Customer uses features of the Service made available by third parties, including network operators and API (Application Programming Interface) services provided publicly or privately, the following conditions will apply:
Help me post allows access to these features without prejudice to the fact that they are subject to terms, conditions and limitations imposed by the relevant suppliers and that under no circumstances Help me post will be responsible for the failure or incorrect functioning of the same;
in the event that third parties change, suspend or interrupt the provision of these functions, Help me post may consequently change, suspend or interrupt access to such services, without notification obligation and without reimbursement obligation for partial or unused months of the Service due to these causes;
further, Help me post will be authorized to suspend use of the Service that is directly dependent on services offered by such third parties.
In any case, Help me post reserves the right, where necessary, to use different suppliers in order to guarantee the functionality of the Service. In this regard, the Customer authorizes Help me post to provide these third parties with all necessary information.
Section 7. Ownership of data relating to the use of the Service by Customers and conditions of use of the Service itself.
7.1 – Aggregate Data.
As established between the Parties, Help me post holds all rights to use the statistical information, data and related analyzes in aggregate form, deriving from the use of the Service by its Customers. Such data in aggregate form does not include personal data and the Customer expressly authorizes Help me post to use the same in order to improve the functionality of the Service or for the purpose of statistical information that can always be published in aggregate form.
7.2 – Advertising.
The Client authorizes the use by Help me post of his name and logo in presentations, marketing materials, customer lists, financial reports. Without prejudice to the provisions of the previous articles. 3.1 and 3.2 of this Contract, the use by the Customer of the logo, commercial name and any other distinctive sign relating to the Service must be previously requested by the Customer in writing and authorized, again in writing, by Help me post .
7.3 – Free Trial.
Help me post offers a free trial period of the Service to new Customers. This trial period is intended solely to test the functionality of the chosen subscription plan. It is not permitted for the same Customer to activate more than 1 account. There is no cost to take advantage of the free trial.
Once the trial expires, your account will be automatically downgraded the day after the trial expires. Once any free trial period has been completed, if the Customer expressly confirms his/her desire to use the Service, he/she is required to pay the periodic fee in advance based on the contractual form he/she has chosen to adhere to. If requested by the Customer, costs or fees relating to additional services ancillary to the Service will also be charged.
7.4 – Assignment of the Contract.
Help me post will have the right to assign or otherwise transfer to third parties the rights and obligations contained in this Agreement; the Customer, in obtaining consent to the processing of personal data, undertakes to adequately communicate this eventuality to its customers.
7.5 – Method of processing customer data.
Without prejudice to the fact that according to current legislation, personal data is any information relating exclusively to a natural person, the Customer acknowledges that Help me post will process the data (including those relating to its delegates and representatives designated by him to manage relationships with Help me post), pursuant to current legislation and, as indicated in the information pursuant to art. 13 of Legislative Decree 196/03 (viewable at the Privacy link), without the need to acquire express consent from the Customer (to pursuant to art. 23 of Legislative Decree 196/03) because, inter alia, the processing of such data is necessary to execute a Contract to which the Customer is a party, solely and exclusively for the performance of the services reported in the this Agreement.
7.6 – Validity of changes and/or additions.
Help me post may unilaterally modify the Terms of Use and the User License Agreement. Each modification will be effective from the moment the new version of the User License Agreement is accepted online by the Customer and subsequent use of the Service is to be understood as acceptance of the same modifications and/or additions by the Customer.
In the event that the Customer does not intend to accept the above modifications and/or additions, he/she must communicate this to Help me post, which reserves the right to terminate the Contract.
7.8 – Validity of the contractual clauses.
The clauses of this Contract are considered fully in force and accepted by the Customer even in the event of non-onerous and/or temporary use of the functions provided in any capacity by Help me post.
7.9 – Tax charges.
Any tax burden deriving from the execution of the Contract, including any taxes for advertising activities, is borne by the Customer.
7.10 – Applicable law and competent court.
This Contract is governed and interpreted according to Italian law, and the Parties expressly agree that any dispute regarding the validity, effectiveness, interpretation and execution of this Contract will be subject to the exclusive jurisdiction of the Court of Trani.
7.11 – Final clauses.
This Contract, of which all the annexes indicated are an integral and substantial part, repeals and replaces any agreement, understanding, negotiation, written or oral, previously entered into between the Parties and concerning the object referred to in this Contract.
The fact that one of the Parties does not promptly assert the rights recognized by one or more clauses of this Contract can never be understood as a general and tacit waiver of the rights and duties established in the clause, nor will it prevent that party from subsequently claiming the punctual and rigorous observance of any and all contractual clauses.
If one or more clauses of this Contract are declared null or ineffective by the competent jurisdictional authority, the remaining Contract will continue to be valid between the Parties, unless said clause constituted a determining reason in the conclusion of this contract.