TERMS AND CONDITIONS
Each Customer agrees these Terms and Conditions shall automatically apply to any use by a Customer of the Dashboard and the Services supplied by Internet-Based Business Group Company Limited, trading as “Zanroo”(herein referred to as “Zanroo”) to any Customer.
STANDARD TERMS AND CONDITIONS
1. Definitions and Interpretation
In this Agreement, unless the context requires otherwise the following words have the following meanings:
"Agreement"the agreement (including any schedule or annexure to it and any document inagreed form) formed by and comprising these Terms and Conditions and the OrderConfirmation;
"Commencement Date" in respect of a Customer the date on which this Agreement comes into effect being the date of theirOrder Confirmation or any part of the Services are provided to them, which everis the earliest;
“Content”any material accessed by a Customer through the Dashboard or provided to Customer by Zanroo;
"Customer"any person, corporate (including its authorised personnel) or individual, using the Services with whom there is an OrderConfirmation;
"Dashboard"the Online platform owned and operated by Zanroo through which the Services are delivered;
“Intellectual Property Rights” means all copyrights, patents, utility models, trademarks, logos, rights in designs, database rights, know how, goodwill, moral rights, in each case whether registered or unregistered or thesubject of a pending application for registration, all legal rights protecting the confidentiality of any information or materials and all other rights of a similarnature anywhere in the world;
“Order Confirmation” the statement of work to a Customer setting out the scope of services, timelines, payment terms and other terms and conditions for that Customer and signed by Customer;
"Services"the provision to each Customer of access to the Dashboard through which a Customer is able to (i) obtain live and real time monitoring and tracking of all the pre-specified social media networks along with Zanroo’s built-in analytics in accordance with agreed keywords and search filters, notifications to Customers, and (ii) upload and distribute Customer’s own content to social media networks through the Dashboard, and any and all other services that Zanroo agrees to provide to a Customer, all as shall be set out in an Order Confirmation with that Customer;
“Zanroo”the Zanroo legal entity, Internet-Based Business Group Company Limited, as specified in the Order Confirmation.
2.1 Zanroo shall communicate to Customer a quotation setting out (amongst other things) the Services and fees payable. Customer may then offer to purchase the Services by confirming its order to Zanroo. Zanroo may, in its sole discretion, accept the Order by sending toCustomer an Order Confirmation ("Order Confirmation"). Once an Order Confirmation has been issued and signed by Customer, this Agreement shall be binding. It is Customer's responsibility to verify that all the details of the Order Confirmation are correct.
2.2 Online Delivery of Service: Zanroo will provide to the Customer non-exclusive, non-transferable access to the Dashboard on the terms set out in the Order Confirmation through a user I.D and password created, and changed from time to time, for that purpose. Customer shall ensure it has the necessary hardware and software to access the Dashboard.Customer shall provide to Zanroo on request in writing the number of licensed users in Customer's organisation which it wishes to have access to the Dashboard which shall be set out in the OrderConfirmation. The Customer is permitted to allow access to the Dashboard for only the number of licensed users in Customer's organisation as permitted bythe Order Confirmation and to use the Dashboard only for the monitoring and reviewing of the Content. Customer shall access the Dashboard solely for its own benefit and not on behalf of any third party.
2.3 Use of the Dashboard or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that which are deemed seditious, political, threatening or obscene or engage in any kind of illegal activity is expressly prohibited.
2.4 Customer shall (and in the case of authorised multi-users in Customer’s organisation Customer shall procure thateach of such users shall) keep confidential and secure any user name, password and other security information relating to the Dashboard. Password and security information is personal to each user andCustomer shall further not share such information with any third party. Customer acknowledges and agrees that it shall be responsible and liable for all acts and instructions performed by it (and its in multi-users) or any third party following access to theDashboard using passwords and security information relating to the Dashboard. Customer shall immediately notify Zanroo if it believes that its password or security information or that of one of its authorised users has been knowingly or unknowingly shared with a third party.
2.5 Zanroo may assist Customer in defining its search specifications and retains the right of final approval of all search strings to maintain quality control of the Services. Zanroo will deliver daily email alerts (the "Daily Alerts") to each Customer to the email addresses Customer provides to Zanroo. Zanroo shall use good faith efforts to provide a comprehensive and accurate service, subject to the disclaimers in this Agreement; however, Zanroo cannot assure that all relevant postings and references will be found or that irrelevant postings and references will not be delivered. From time to time delivery of the Services may be delayed due to scheduled or unscheduled maintenance or factors beyond Zanroo's control.
2.6 Customer acknowledges that Zanroo relies on data obtained from various third party social media platforms and that Zanoo provides access to, aggregates and distributes, but does not generate or edit the Content, and thatContent, Daily Alerts and Analyses furnished by Zanroo represent the opinions of others and may contain inaccuracies, libelous material, profanity and pornography.
2.7 Zanroo accepts no responsibility for the scope or Content which may be produced through the Dashboard based on and limited by the keywords and phrases or subject matter stipulated between the Customer and Zanroo.
2.8 Customer understands and agrees that Content, Daily Alerts and any analyses are for internal non-commercial review, analysis, research and use only. Customer is not permitted to use or allow the use of the Dashboard or any Content or other information held within it for any other purpose.
2.9 Zanroo provides the use of the Dashboard on an “as is”and “as available” basis and does not warrant that (i) the Services will meet Customer’s specific requirements, (ii) access to the Dashboard will be uninterrupted, timely, secure, or error or virus free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by Customer through theServices will meet Customer’s expectations, and (v) any errors in the Services will be corrected. All implied warranties, including as to merchantability, fitness for a particular purpose are disclaimed.
2.10 The Content or any materials supplied by Zanroo are not to be deemed as or treated as any form of advice, recommendation, invitation, endorsement or arrangement from Zanroo or any of its employees or any Content provider or other third party.
2.11 Customer warrants, represents and undertakes that any content uploaded by Customer shall not infringe the rights of any third party (including without limitation any third party Intellectual PropertyRights, rights of confidentiality or privacy) or be defamatory, discriminatory, obscene or otherwise offensive or unlawful or contrary to any law or give rise to any liability. Zanroo will not be responsible for any such content nor for any err or or inaccuracy in content uploaded by Customer. Customer hereby grants to Zanroo a non-exclusive, royalty-free, worldwide, perpetual licence to use, reproduce, display, communicate, publish, edit and adapt content uploaded byCustomer solely for the purpose of providing the Services and incorporating such content into the Services.
2.12 Zanroo has the right to suspend, cease or terminate any Services if Customer is in breach (under Clause 6.2) of any of the terms of this Agreement or if access and use of the Dashboard is being abused in any way by Customer.
2.13 Customer hereby indemnifies (and keep indemnified) Zanroo, or any subsidiary or holding company and their officers, directors and employees against any and all loss, liability, claims, proceedings, damages and expenses (including reasonable legal expenses) suffered or incurred by Zanroo arising from any violation or infringement of third party rights, or any breach of any of the terms and conditions of this Agreement, including the breach of any third party’s Intellectual Property Rights.
3.1 Customer shall pay the fees at the rates, times for payment thereforand on such other terms as may be set out in the Order Confirmation.
3.2 All amounts shall be paid in full without any set-off, deduction or withholding of or in respect of any tax, unlessCustomer are required by law to make such deduction or withholding. If Customer is required by law to make any such deduction or withholding the relevant sum shall be increased to the extent necessary to ensure that, after the making of the deduction or withholding, Zanroo receives a net sum equal to that which it would have received and retained had no deduction or withholding been required or made.
3.3 All Fees are expressed exclusive of VAT.
3.4 Interest will be charged at a rate of 15 % per annum on any overdue amount until paid.
3.5 If any fees are required to access any social media network or other source in performing the Services for Customer then we shall charge theCustomer for those fees.
4.1 Customer shall not disclose to any third party, and shall treat as strictly confidential all confidential information received, obtained or created by it as a result of entering into or performing this Agreement save to the extent: (a) it is required to do so by law or a regulatory or governmental body to which it is subject wherever situated; (b) it considers necessary to disclose the information to its professional advisers, auditors and bankers provided that it does so on a confidential basis; (c) the information has come into the public domain through no fault of that party; or (d) each party to whom it relates has given its consent in writing.
4.2 Zanroo shall keep confidential what Services the Customerreceives from Zanroo and how the Customer uses the Services.
5. Intellectual Property Rights
5.1 Subject to clause 5.2, Customer acknowledges and agrees that anyand all Intellectual Property Rights in and to Zanroo’s name, trademarks, logos, the Dashboard, the Services, allsoftware and codes, the Content, Daily Alerts and any analyses and any othermaterials created by Zanroo in performing any Services are and shall remain theproperty of Zanroo.
5.2 Customer acknowledges and agrees that each third party providerof Content retains Intellectual Property Rights in respect of any Contentprovided by such third party provider.
5.3 Customer undertakes that it shall not (and shall procure that any third parties including withoutlimitation any authorised user of Customer shall not) sub-license, rent, lease, sell, copy, transmit, distribute, makeavailable, communicate, publish, display transfer, assign or otherwise disposeof or grant any Intellectual Property Rights in the Content to any third party.
6. Term and Termination
6.1 This Agreement shall come into effect on the Commencement Dateand shall remain in force until terminated in accordance with this Agreement.
6.2 Either party may terminate this Agreement with immediate effectif the other: commits a material or persistent breach of any of the provisionsof this Agreement and fails to remedy such breach (if capable of remedy) within 30 days of receipt of written noticefrom the other specifying the breach; files for bankruptcy or insolvency orbecomes an involuntary participant in bankruptcy or involuntary proceedings. Any such termination shall be without prejudice to any otherrights or remedies of either party.
6.3 Unless otherwise specified in the Order Confirmation, Customermay terminate this Agreement at any time after 12 months from the CommencementDate by giving to Zanroo not less than 30 days' prior written notice which mustexpire (and thereby terminate this Agreement) on the last day of a calendar month. Customer agrees to accept and pay for any Services provided priorto that date.
7. Force Majeure
Neither party shall be liable for any delay in performing any ofits obligations (other than any payment obligation) hereunder if such delay is caused by Act of God, flood, storm,fire, war, rebellion, political unrest, civil disturbance, riot, mob, insurrection,coup d’etat, government interference, computer or other system failure orinterruption or other circumstances beyond its reasonable control (“event of force majeure”). A party affected by an event of force majeureshall be entitled to a reasonable extension of time for the performance of anyof its obligations under these Terms and Conditions provided that such partyshall endeavour to remedy that situation to minimise the effects of the eventof force majeure and establish a contingency plan. If such event of force majeure continues without interruption formore than 3 months then either party may terminate this Agreement.
8.1 Zanroo's aggregate liability to Customer arising out of or inconnection with this Agreement shall not exceed the value of the fees and/or charges paid by Customer to Zanroo under this Agreement in thetwelve months preceding the date of the event giving rise to such liability.
8.2 Zanroo shall not be liable to Customer in contract, tort orotherwise howsoever arising out of or in connection with this Agreement for anyindirect loss, consequential loss, and loss of profits, data, revenue, businessopportunity, anticipated savings, goodwill or reputation.
9.1 This Agreement sets out the entire agreement and understandingof the parties with respect to the subject matter of this Agreement andsupersedes all representations, communications and prior agreements (written or oral) which shall be null and void.
9.2 The failure of Zanroo to exercise or enforce any right orprovision of the Terms of Service shall not constitute a waiver of such rightor provision.
9.3 Should for any reason or to any extent any provision of thisAgreement be held invalid or unenforceable, such invalidity or enforceabilityshall not affect or render invalid or unenforceable the remaining provisions ofthis Agreement.
9.4 Any notice to either party under this Agreement shall be inwriting signed by or on behalf of the party giving it and shall, unless deliveredto a party personally, be left at or sent by prepaid first class post, prepaidrecorded delivery or facsimile or by email to the address of the party on theOrder Confirmation or as notified in writing from time to time party to it. Any notice or information sent by post, facsimile transmission, e-mail or comparable means of communication shall be deemed to havebeen duly sent on the date of posting or valid transmission.
9.5 Customer may not assign any rights in this Agreement.
9.6 This Agreement shall be governed by thelaws of the Kingdom of Thailand and each of the parties irrevocably submits forall purposes in connection with this Agreement to the exclusive jurisdiction ofthe courts of Thailand.