Holly Social – a whitelabel social media scheduler

Terms of Service

Created: 01/09/2017
Last updated: 19/07/2018


 

Holly Social Limited provides:

  • this website located at www.chooseholly.com
  • the online software located at app.socialconnectgateway.com
  • Self-branded and customised versions of the previously mentioned online software which are displayed under a custom domain name on behalf of 3rd parties

All the content under the above locations, certain related software, and its services (henceforth collectively referred to as the “Service”) are provided subject to the following terms and conditions. By using the Service you agree to be bound by the latest amended versions of this Agreement, Holly Social Limited’s Privacy Policy and Holly Social Limited’s Security Policy (see “Modifications” below).

By using the information, tools, features and functionality of the Service you agree to be bound by this Agreement, whether you are a “Visitor” (meaning you merely browse the mentioned websites) or you are a “Member” (meaning you have registered with the Service) or you are an “Owner” (meaning you or your employer provide a self-branded version of the Service to Visitors or Members). The term “you” or “User” refers to a Visitor, Member or Owner. By using the Service you accept this Agreement, you represent that you have the capacity to be bound by it or, if you are acting on behalf of a company or entity, that you have the authority to bind such entity.

1. Your Account
If you are issued an account, you are responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activities that occur under your account or password. Holly Social Limited reserves the right to, under its sole discretion, refuse service, suspend or terminate accounts, or otherwise restrict access to the Service.

Holly Social Limited may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or content. Holly Social Limited may also impose limits on certain features and services or restrict User’s access to parts or all of the Service without notice or liability.

If a User is an individual (i.e. not a company) that they confirms they are at least 13 years of age. User also certifies that they are legally permitted to use the Service, and takes full responsibility for the selection and use of the the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

2. Fees and Payment
Fees are charged to Owners for the use of resources provided by Holly Social Limited, including but not limited to bandwidth, file storage and content searches. Additional premium services may be made available from time to time. By using Holly Social Limited you agree to pay Holly Social Limited the accrued amount for your Service usage. Payments will be charged on the first day of each month. Fees are not refundable.

3. Rules of Conduct
3.1 As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services and the activity of any sub-user that uses your access code or Account.

3.2 You agree that you will not transmit, distribute, post, store, link, or otherwise traffic in Content, information, software, or materials on or through the Service that (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, contains or depicts pornography that is unlawful, or is otherwise inappropriate as determined by us in our sole discretion, (ii) you know is false, misleading, untruthful or inaccurate, (iii) constitutes unauthorized or unsolicited advertising, (iv) impersonates any person or entity, including any of our employees or representatives, or (v) includes anyone’s identification documents or sensitive financial information. Holly Social Limited may permit, in its sole discretion, adult content that abide by state and federal law and regulation.

3.3 You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Service; (vi) harvest or scrape any Content from the Service; (vii) otherwise take any action in violation of our guidelines and policies.

3.4 You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

3.5 We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

3.6 You may not use the Service to obtain information about or make decisions about anyone but yourself. You are solely responsible for any reliance by you on the Service or other use you make of the Service. Comments, suggestions or materials sent or transmitted to Holly Social Limited (collectively “Feedback”), shall be deemed to be non-confidential. Subject to the conditions described in Holly Social Limited’s Privacy Policy, Holly Social Limited shall have no obligation of any kind with respect to such Feedback and shall be free to use and distribute the Feedback to others without limitation, including, but not limited to developing and marketing products incorporating such Feedback.Holly Social Limited reserves the right to publish or use any responses, questions or comments emailed toHolly Social Limited for promotional or other purposes without any further permission, notice or payment of any kind to the sender. All such submissions will be the property of Holly Social Limited.

3.7 The enumeration of violations in this Section 3 of these Terms of Service is not meant to be exclusive, and Holly Social Limited provides notice hereby that it has and will exercise its authority to take whatever action is necessary to protect the Services, Users, and third parties from acts that would be inimical to the purposes of this Section 3 of these Terms of Service.

3.8 In using the Service, Users, Members and Owners must comply with, and refrain from violations of, any right of any other person, entity, law, or contractual duty, including without limitation the laws of the United Kingdom, and including without limitation those laws forbidding: (a) distribution of child pornography, (b) forgery, identity theft, misdirection or interference with electronic communications, (c) invasion of privacy, (d) unlawful sending of commercial electronic messages or other marketing or electronic communications, (e) collection of excessive user data from children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, or (f) false advertising, propagating or profiting from frauds and unfair schemes. Users will also comply with the affirmative requirements of law governing use of the Services, including but not limited to: (i) disclosure requirements, including those regarding notification of security breaches, (ii) records maintenance for regulated industries, and (iii) financial institution safeguards.

3.9 Users shall not use any method to circumvent the provisions of these Terms of Service, or to obtain Service in excess of those for which they contract with Holly Social Limited.

3.10 Users may not use the Service in a manner that would violate the lawful privacy rights of any person, or to publish or republish defamatory or libelous statements, or to harass or embarrass, which shall be determined in Holly Social Limited’s sole and absolute discretion.

3.11 Users may not use the Service in violation of the copyrights, trademarks, patents or trade secrets of third parties, nor shall they utilize the Service to publish such materials in a manner that would expose them to public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 (“DMCA”) (as required under 17 U.S.C. §512) and all other applicable international trademark, copyright, patent or other intellectual property laws will apply to issues presented by allegations of copyright violations by third parties. Users will, in appropriate circumstances, terminate the accounts of repeat violators. If a third party believes that a User, Member or Owner of Holly Social Limited is violating its intellectual property rights, it should notify us by email at [email protected] A notification should include information reasonably sufficient to permit Holly Social Limited to locate the allegedly infringing material, such as the IP address or URL of the specific online location where the alleged infringement is occurring.

3.12 User shall comply with all applicable export and import control laws and regulations in its use of the Service, and, in particular, User shall not utilise the Service to export or re-export data or software without all required United Kingdom and foreign government licenses. Subscriber assumes full legal responsibility for any access and use of the Service from outside their country of operation, with full understanding that the same may constitute export of technology and technical data that may implicate export regulations and/or require export license. Should such a license be required, it shall be User’s responsibility to obtain the same, at User’s sole cost and expense, and in the event of any breach of this duty resulting in legal claims against Holly Social Limited, User shall defend, indemnify and hold Holly Social Limited harmless from all claims and damages arising therefrom.

3.13 Subscribers are responsible for the acts of others utilising their access to the Service, and will be held responsible for violations of the Service by their sub-users or persons who gain access to the Service using the User’s access codes. Any activity that a User is prohibited from performing by these Terms of Services is equally prohibited to anyone using the access to the Services of the Subscriber.

3.14 Users shall utilise proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all logins and passwords, and verifying the trustworthiness of persons who are entrusted with account access information.

3.15 Users shall notify all persons who receive access to the Service of the provisions of these Terms of Service, and shall inform them that the terms of these Terms of Service are binding upon them.

3.16 Users shall notify Holly Social Limited if and when they learn of any security breaches regarding the Service, and shall aid in any investigation or legal action that is taken by authorities and/or Holly Social Limited to cure the security breach.

4. Registration
User will be required to register with the Service to use the interactive features of the Service and select a password. User shall provide Holly Social Limited with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account. Holly Social Limited reserves the right to refuse registration of, or cancel a Holly Social Limited User at its discretion. User shall be responsible for maintaining the confidentiality of User’s Holly Social Limited password and other account information.

5. Termination
Holly Social Limited accounts can only be terminated by Holly Social Limited if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Holly Social Limited’s notice to you thereof; provided that, Holly Social Limited can terminate the Service immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

6. Your Content
You retain full copyrights in any materials served through Holly Social Limited. Depending on the features you select or Apps you enable, Holly Social Limited may modify the content of your content. For example, Holly Social Limited may detect any links and replace them with a shortened website URL provided by a URL shortening service.

Holly Social Limited will make it clear whenever a feature will modify your content and, whenever possible, provide you a mechanism to allow you to disable the feature.

7. Warranties
If User is a Customer, Member or Owner, Holly Social Limited makes the following warranty to them: Holly Social Limited shall use commercially reasonable efforts consistent with prevailing industry standards to provide the services in a professional and workmanlike manner that is free of defects. Customer’s sole remedy, and Holly Social Limited’s exclusive liability, for defects in the Service shall be for Holly Social Limited to use commercially reasonable efforts to promptly correct such defects.

Customer represents and warrants that: (i) with respect to all information it provides to Holly Social Limited (such as, Recipient Information), Customer has the full right and authority to make such provision and to allow Holly Social Limited to use such information to provide the Service (including, without limitation, for Holly Social Limited to provide such information to its data providers), (ii) none of the content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party.

8. Warranty Disclaimer
The Service is provided “as is”. Holly Social Limited 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 Holly Social Limited nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto 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.

9. General Representation and Warranty
You represent and warrant that (i) your use of the Service will be in strict accordance with the Holly Social Limited Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

10. Privacy
Holly Social Limited’s current privacy policy is available at the Service (the “Privacy Policy”), which is incorporated by this reference. Holly Social Limited strongly recommends that you review the Privacy Policy closely.

11. Copyright
All content included on the Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Holly Social Limited or its content suppliers and protected by international copyright laws. All software used on (or provided through) the Site is the property of Holly Social Limited or its software suppliers and protected by international copyright laws.

12. Indemnification
You agree to indemnify and hold harmless Holly Social Limited, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to out of your violation this Agreement.

13. Modifications
Holly Social Limited  may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on this page. In addition, the Agreement will indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

14. Accounts in Arrears
Payments not made within ten (10) days of invoicing will be deemed in arrears. For accounts in arrears, if any amount is more than ten (10) days overdue, without the requirement of providing notice of such arrears, Holly Social Limited may suspend service to such account and bring legal action to collect the full amount due, including any attorneys’ fees and costs.

15. Suspension for Nonpayment
If a User is past due on their balance, Holly Social Limitedy may send up to three (3) email notifications within a fifteen (15) day period before suspending the User’s account. Service will be temporarily disabled during the suspension period. Holly Social Limited reserves the right to delete the User’s suspended account after the final termination notice.

16. Alpha and Beta Services
Holly Social Limited may offer “alpha” or “beta” (“Beta”) versions or features of the Service. Holly Social Limited will determine, at its sole discretion, the availability, duration (the “Trial Period”), features, and components of each Beta Service. For avoidance of doubt, any Beta Service is a form of the Services and the provision and use of any Beta Service is subject to the entirety of this Agreement, unless otherwise provided for in this Section 6.4.

ANY BETA SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Holly Social Limited SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY BETA SERVICE.

Notwithstanding anything to the contrary in this Agreement, in no event will Holly Social Limited be liable to you or any third party for any damages or liability related to, arising out of, or caused by any Beta Service and/or any modification, suspension, or termination thereof. If Holly Social Limited permits you to use a Beta Service, you agree to provide Holly Social Limited Feedback and respond to Holly Social Limited’s questions or other inquiries regarding your use of the Beta Service, if requested and as applicable. If Holly Social Limited permits you to use a Beta Service, you specifically agree, in addition to the requirements set forth in Section 3 of this Agreement, to not: (i) use the Beta Service for benchmarking or performance testing or publicly disseminate performance information or analysis from any source relating to the Service; (ii) modify or create derivative works of the Beta Service or remove any product identification, proprietary, copyright or other notices contained in the Beta Service; or (iii) allow any other individual to access or use the Beta Service. Holly Social Limited at its sole discretion shall determine whether or not to continue to offer any Beta Service, and may cease offering any Beta Service at any time. Upon completion of a Trial Period, you may lose access to the applicable Beta Service, unless or until the features of the Beta Service are incorporated into the Services, and you agree to return or destroy all copies of documentation and confidential information related to the Beta Service. Any production candidate or non-production version of the Services will be considered a Beta Service.

Subscriber grants to Holly Social Limited a limited license to use, reproduce, distribute, and display any data provided to Holly Social Limited by Subscriber and/or any user of a Beta Service solely for facilitating the purposes of this Agreement (such data collectively, “Beta Data”) (i) as required to provide the Beta Service; and (ii) in de-identified form, to tune, enhance and improve the Service and other Holly Social Limited products and services. Subscriber represents and warrants that it has all necessary rights to grant Holly Social Limited the rights set forth in this Section, and that it will comply with all applicable laws, regulations, and other obligations regarding the collection, use and disclosure of Beta Data. Holly Social Limited may use de-identified or aggregated Beta Data collected through a Beta Service for any purpose, including, without limitation, to enhance and improve the Services.

17. Headings
The headings and section titles in the Terms of Service are for convenience only and have no legal or contractual effect.