Cloud General Terms and Conditions

Subscriptions to 24social Products

The Customer may purchase separate subscription agreements to use:

• 24social My Place
• 24social Enterprise

Each subscription will be governed in accordance with and as described in the relevant 24social Product Specific Terms.

Subject to the Agreement, 24social grants the Customer a non-exclusive, worldwide, and non-transferable right to permit End Users to access and use the relevant 24social Product during the Term (the 24social Product Licence).

The Customer acknowledges and agrees that:

• The 24social Product (including any materials made available by 24social) is licensed for use under the 24social Product Licence, not sold to the Customer.
• The 24social Product Licence is subject to the Restrictions specified in the 24social Product Specific Terms.

Supply of 24social Products

24social provides the 24social Products with reasonable skill and care and ensures that they:

• Perform substantially in accordance with the relevant 24social Product Specification.
• Meet or exceed the Service Level Policy.

The Customer acknowledges and agrees that:

• 24social retains sole discretion and control over Modifications to the 24social Products.
• 24social is not required to provide modifications, enhancements, upgrades, or releases unless agreed otherwise in an Order Form.
• 24social is not responsible for obsolescence caused by changes in the Customer’s requirements or computing environment.

Third-Party Materials

The Customer acknowledges and agrees that:

• 24social Products may integrate with Third-Party Services.
• 24social accepts no liability or responsibility for Third-Party Services.
• Use of Third-Party Services is subject to the third party’s terms and conditions.

Supply of Services

Where 24social performs:

• Additional Services by agreement (including via an Order Form).
• 24social Customer Success services.

24social warrants that these services will be performed with reasonable diligence, skill, and care in accordance with the relevant Customer Success Policy.

Customer Obligations

The Customer shall:

• Comply with the Acceptable Use Policy and all relevant Restrictions.
• Adhere to all applicable laws and regulations in connection with:
  
  • Its activities under the Agreement.
  • Its use of the 24social Product.
• Ensure that any personal data shared with 24social is lawfully disclosed in accordance with applicable laws.
• Obtain and maintain all necessary licenses, consents, and permissions to:
  
  • Provide Customer Data and personal data under the Agreement.
  • Connect its computing environment to the 24social Products.
• Comply with 24social’s reasonable requests regarding operation of the 24social Products.
• Ensure that its network and systems meet 24social’s specifications.
• Be solely responsible for:
  
  • Procuring and maintaining network connections and telecommunications links.
  • Any delays, failures, or damage related to its network connections or the internet.

The Customer shall be responsible for all acts and omissions of End Users that result in a breach of the Agreement.

Customer Data and Data Privacy

• Each Party shall comply with their obligations under the Data Processing Addendum.
• Except for on-premise solutions and private cloud deployments, 24social shall perform secure back-ups of Customer Data at least once every 24 hours.

Intellectual Property Rights

• The Customer acknowledges that 24social, its Affiliates, or its licensors own all Intellectual Property Rights in the 24social IPR.
• 24social may incorporate feedback or suggestions provided by the Customer or End Users into the 24social IPR.
• The Customer shall have no right or interest in the 24social IPR, except as expressly provided in the Agreement.
• The Customer grants 24social a non-exclusive license to use Customer Materials as required to provide the 24social Products.

Indemnities

The Customer shall indemnify and hold 24social harmless against any claims arising from:

• Infringement of third-party Intellectual Property Rights by Customer Materials.
• Breach of the Agreement by the Customer or End Users.

24social shall indemnify the Customer for claims that the Customer’s use of 24social Products (in accordance with the Agreement) infringes third-party Intellectual Property Rights, provided that:

• 24social is given prompt notice of the claim.
• The Customer provides reasonable cooperation in defending the claim.
• The Customer takes mitigation actions as requested by 24social.

If a claim is upheld, 24social may:

• Procure the Customer’s continued right to use the 24social Product.
• Modify or replace the 24social Product to remove the infringement.
• Terminate the Agreement without additional liability.

Confidentiality

Each Party shall:

• Keep the other Party’s Confidential Information secure.
• Not disclose Confidential Information to third parties without prior written consent.
• Use Confidential Information only in connection with the Agreement.

Exceptions apply where disclosure is required by law, regulation, or court order.

Fees, Payment, and Refunds

• The Customer shall pay the Fees in full without deduction or set-off by the Due Date.
• Late payments may result in:
  
  • Suspension of access to 24social Products.
  • Interest charges on overdue amounts.
• All Fees are exclusive of applicable taxes.

Termination

The Agreement may be terminated:

• Immediately, if either Party commits a material breach and fails to remedy it within 30 days.
• By 24social, for:
  
  • Customer breach of the Acceptable Use Policy.
  • Non-payment of Fees.
• Upon termination:
  
  • All rights and licenses granted under the Agreement terminate.
  • The Customer must cease using the 24social Products.
  • 24social may delete Customer Materials.

Governing Law and Jurisdiction

• The Agreement is governed by English law.
• Any disputes shall be resolved in the courts of England and Wales.

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