Terms & Conditions
Last Update: January 9, 2015
This Online Agreement (the "Agreement") is entered into by and between Social Hunter, a Hong M Kong corporation, with offices at Rm220 Core building two, Science park, Hong Kong ("Social Hunter") and the entity agreeing to these terms ("Customer"). This Agreement is effective as of the date you click the "I Accept" button below or, if applicable, the date the Agreement is countersigned (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the "I Accept" button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services.
i. The services is provided through a software subscription in a specified period
ii. Social Hunter may make commercially reasonable changes to the Services and product function from time to time. If Social Hunter makes a material change to the Services Social Hunter will inform Customer, provided that Customer has subscribed with Social Hunter to be informed about such change
b) Customer Obligations
i. Customer may specify one or more Administrators who will have the rights to access Admin Account(s) and to administer the End User Accounts.
ii. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services' and to terminate any unauthorized use. Customer will promptly notify Social Hunter of any unauthorized use of, or access to, the Services of which it becomes aware
iii. Unless Social Hunter specifically agrees in writing' Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.
c) Billing and Payment
i. Term Plan: Customer will be committed to purchasing the Services from Social Hunter for a specific term, and in exchange may receive a discount on the Services which will be reflected in Customer’s monthly or annual payment. Social Hunter will bill Customer monthly or annually in arrears for its use of the Services. Customer may pay for the Services using the payment options specific below.
ii. All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.
iii. Credit Card is supported for the online payment.
iv. Fees for orders where Customer is paying with a credit card or other non-invoice form of payment, are due at the end of the term during which Customer received the Services. For credit cards, as applicable, Social Hunter will charge Customer for all applicable Fees when due and
v. Other Forms of Payment: Customer may change its payment method to those available within the Admin Console. Social Hunter may enable other forms of payment by making them available in the Admin Console. These other forms of payment may be subject to additional terms which Customer may have to accept prior using the additional forms of payment. Customer can also request for offline payment via fund transfer or by other means by contacting our account representatives.
avi. Suspension for Non-Payment. Customer have to pay Social Hunter delinquent Fees. If Customer does not pay Social Hunter delinquent Fees before the subscription end day, Social Hunter will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Social Hunter all outstanding Fees.
vii. Termination After Suspension. If Customer remains suspended for non-payment for more than sixty days, Social Hunter may terminate Customer account without notice.
viii. Taxes. Customer is responsible for any Taxes, and Customer will pay Social Hunter for the Services without any reduction for Taxes
i. Once the payment is confirmed, the subscription service will start immediately and user will enjoy the quantity of social data as per the subscription plan described. Customer will use the user login and password to enjoy the subscription service.
e) Technical Support Services
i. Customer may escalate the issue to Social Hunter directly to email@example.com
f) Confidential Information
i. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.
ii. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
iii. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
g) Intellectual Property Rights; Brand Features.
i. Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Social Hunter owns all Intellectual Property Rights in the Services.
ii. Display of Brand Features. Social Hunter may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Social Hunter may also display Social Hunter Brand Features on the Service Pages to indicate that the Services are provided by Social Hunter. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.
iii. Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
h) Service Level
i. Monthly Uptime Percentage: < 99% - >= 95.0%: Days of Service added to the end of the Service term – 5 days.
ii. Monthly Uptime Percentage: < 95.0%: Days of Service added to the end of the Service term – 10 days.
iii. Social data collected from “Hunter” product series does not guarantee to cover all the data from the internet.
i. Customer agrees that Social Hunter may include Customer's name or Brand Features in a list of Social Hunter customers, online or in promotional materials. Customer also agrees that Social Hunter may verbally reference Customer as a customer of the Social Hunter products or services that are the subject of this Agreement.
i. Social Hunter will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term.
ii. Renewal: At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional Services Term.
k) Termination and refund policy
i. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
ii. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Social Hunter will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Social Hunter’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Social Hunter will delete Customer Data by removing pointers to it on Social Hunter active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party. If a Customer on an annual plan terminates the Agreement prior to the conclusion of its annual plan, Social Hunter will bill Customer, and Customer is responsible for paying Social Hunter, for the remaining unpaid amount of Customer’s annual commitment.
iii. If Social Hunter terminates the Services, then Social Hunter will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.