Terms of Service

Last Revision:  July, 2024

These Agorapulse Terms of Service (“Terms of Service”) are entered into by and between Agorapulse (“Agorapulse,” “us,” “we” or “our”) and our customer (“Customer,” “you,” or “your”).

Please read these Terms of Service carefully.

1. General provisions

Agorapulse offers a Software-as-a-Service (SaaS) that helps businesses and agencies manage their social media profiles on Supported Platforms (the “Service” as defined below). By using the Service, you agree to be bound by these Terms of Service. If you do not accept these Terms of Service you shall not (and shall not have the right to) use the Service.

We reserve the right, at any time, to update and change any or all of these Terms of Service, in our sole discretion. If we do so, we will post the modified Terms of Service on www.agorapulse.com, though we will notify you of any changes. Continued use of the Service after any such changes have been made shall constitute your consent to such changes. If a change has a material adverse impact on you, and you have contracted and prepaid for a certain term, you may notify us within thirty (30) calendar days after being informed of that change that you do not agree with the change. If you do so, we will delay applying the change to you until your prepaid term ends. If you use the Service after your prepaid term ends, all changes will apply to you. You are responsible for regularly reviewing the most current version of these Terms of Service, which are currently available at: https://www.agorapulse.com/terms-of-service.

2. Definitions

“Account”	shall mean an account to use the Service;
“Agreement”	shall mean by order of precedence, the Data Protection Agreement you may ask at legal@agorapulse.com, these Terms of Service and any annexes thereto which form an integral part thereof and which in their totality, govern your relationship with Agorapulse;
“Applicable Law”	shall mean the laws of France;
“Authorized User”	shall mean individuals who directly access the Service as Customer, or individual users authorized and/or invited by you to use the Service and who you have supplied access to.
“Confidential Information”	shall mean all information provided by you or us (the “Disclosing Party”), to the other party (the “Receiving Party”), whether orally or in writing. Confidential Information does not include any information that is (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by the Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval;
“Customer Content”	shall mean all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Agorapulse by or on your behalf in relation to the use of the Service;
“Data”	shall mean content, data, information, and Confidential Information relating to your business, some of which may not be publicly available, including but not limited to technical and commercial information concerning your, or any of your parent company’s or subsidiaries’ business, systems, processes, software and services, as the case may be;
“Intellectual Property Rights”	shall mean the copyright, including the moral and related rights, rights to use, musical works, literary works, designs, databases or any other copyright protected works, trade names, protected business identifiers, patents, utility models and trademarks, and all other industrial and intellectual property rights, in each case whether registered or unregistered, which currently subsist, or will subsist, now or in the future, in any part of the world;
“Local Applicable Laws”	shall mean all applicable local, state, national, and international laws and regulations applicable where you use the Site and/or the Service;
“Mentions”	shall mean publicly available information, including links, posts, and excerpts, that has been obtained by Agorapulse on your behalf from the Supported Platforms, and data derived therefrom, including reports, summaries, graphs, charts;
“Subscription Plan”	shall mean one of the different subscription packages through which you can use the Service as further described on the Site;
“Subscription Term”	shall mean the period of time for which subscription to the Service shall be made available by Agorapulse to you, subject to your adherence to the obligations undertaken by virtue of this Agreement;
“Supported Platform(s)”	shall mean the social networking site(s) currently supported by the Service, including Twitter, Facebook, LinkedIn, Instagram, YouTube and other social networks as described on the Site;
“Updates”	shall mean all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Service that Agorapulse shall provide, implement, configure, install, support, and maintain.

3. Account registration, access and disclosure

3.1 Creation. To use and benefit from the Service, you must create an Account by completing a registration form, by providing us with all required information and activating the “I accept the Terms of Service” check-box and clicking on the “Start Using Agorapulse” button.

3.2 Information. You agree to provide us with complete and accurate information upon registration and to keep such information accurate and up-to-date during your course of use of the Service.

3.3 Account confidentiality and security. We both undertake to keep your login credentials strictly confidential. You shall not disclose them to anyone and permit any third party to access or use your Account for the Service. You are responsible for promptly notifying Agorapulse of any unauthorized use of your Account, or breach of your Account information or password. Agorapulse will not be liable for unauthorized access to your Account and/or any consequences and any loss that you may suffer as a result of someone else using your username or password, either with or without your knowledge, to the extent that such consequences and loss has not been caused due to gross negligence, willful misconduct, fraud or bad faith by Agorapulse. In such unauthorized access, you shall be solely liable. We encourage you to activate 2FA on your Account for maximum security.

3.4 Legal entity. If you are using the Site or Service for and on behalf of a legal entity (i) you are required to fill-in the name of such legal entity in the signup form when signing up for the Service, (ii) you shall be, and shall be presumed to be empowered by and/or properly authorized for and on behalf of that legal entity and you and the legal entity shall be jointly and severally subject to this Agreement. If you no longer remain a duly authorized representative of the legal entity, you shall be responsible to immediately inform Agorapulse, in which case the legal entity shall remain subject to the Agreement, and the legal entity shall contemporaneously proceed to inform Agorapulse of the new authorized representative. Until a new authorized representative has been notified to Agorapulse, you shall remain responsible as aforesaid.

3.5 Access to your Account and Data. You acknowledge that Agorapulse, our contractors or our employees, may access your Account and Data only for storage, support, maintenance and servicing purposes or for any security-related, technical or billing reasons.

4. Subscription and Service

4.1 Subscription Plan.Your access to the Service depends on the Subscription Plan you choose from the several options we offer.

4.2 Maintenance. Agorapulse will maintain and refresh systems and functionality as needed. You will not be charged in an ad-hoc manner for system updates and current features.

4.3 Updates. You acknowledge that Agorapulse may, at its discretion, apply Updates to the Service and that such Updates may result in changes in the appearance and/or functionality of the Service (including the addition, modification, or removal of functionality, features, or content).

4.4 Interoperation with Supported Platforms. You acknowledge that the Service interoperates with several Supported Platforms, and that the Service provided is highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make some or all of their features available to Agorapulse (each an “API Change”), Agorapulse may cease to provide such features to you without entitling you to refund, credit, or other compensation.

4.5 Availability. Agorapulse’s platform will have an availability of at least 99,9% of the time in any calendar month.

5. Financial conditions

5.1 Fees payment. All fees quoted on our Site are exclusive of VAT or any other taxes, charges, fees and levies that may be applicable in your jurisdiction. If, due to a tax or duty, you are required to withhold a certain sum from any payment to be made to Agorapulse, then the sum to be paid to us will be automatically increased in order to fully offset the withholding, so that that the sum remitted to Agorapulse net of any taxes or levies is equivalent to the amount invoiced or otherwise due.

5.2 Payment terms. You agree to pay the fees for the Service in accordance with the terms agreed with us and your Subscription Plan. Invoicing will take place via our payment processor, Chargebee. For billing support, email billing@agorapulse.com.

6. Duration

6.1 Trial period. Agorapulse allows, at its sole discretion, free access to its Service for a limited time. The duration of this trial period is specified during the Account creation process. At the end of the trial period, you will be prompted to enter your payment details. If you have already updated your payment details, your credit card or PayPal account will be automatically charged on the displayed billing date on the billing section associated with your Account on the Service.

6.2 Renewal Term. Unless you actively cancel your paid Subscription Plan before the end of your Subscription Term (or any subsequent renewal term), you will be enrolled into an automatic renewing cycle for the same term.

6.3 Amendment. We reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new fees and/or subscription levels or charges. We will provide you with thirty (30) calendar days’ written notice in advance during which you will have the right to unsubscribe from, or change your current Subscription Plan, should you not agree with these amendments.

6.4 Termination for convenience. You may terminate this Agreement at any time by requesting your Account to be deactivated and deleted while logged into the Service. In this case, you agree to pay all remaining fees payable through the remainder of your Subscription Term.

6.5 Termination for cause. Either party may terminate this Agreement, as of right and without any judicial formalities, effective immediately upon any material breach of this Agreement by the other Party, which, to the extent it can be remedied, was not remedied within thirty (30) days from written notice to that effect and sent by email. In the context of this Agreement, “material breach” means, inter alia, the following:
(a) Any violation of Applicable Law or Local Applicable Law ;
(b) Failure to comply with Clause 7 “Limited License”;
(c) Failure to comply with Clause 8 “Proprietary Rights”;
(d) Failure to comply with Clauses 9.5 and 9.6;
In the event this Agreement is terminated for cause by you due to our uncured material breach of this Agreement, you shall be entitled to a pro-rata refund of all fees previously advanced to us from the effective date of the termination through the end of the Subscription Term.

6.6 Survival. The following Clauses will survive termination of the Agreement: Clause 5 "Financial conditions", Clause 6 “Limited Licence”, Clause 7 “Proprietary Rights”, Clause 9 " Liability", Clause 10 “Confidentiality”, Clause 13 “Miscellaneous” as well as those intended to produce effect even in the event of resolution.

7. Limited Licence

7.1 Grant of Licence. Subject to your compliance with this Agreement, Agorapulse grants you a limited, revocable, non-exclusive, non-transferable and non-assignable license to use the Service as a software as a service (SaaS) solution for enterprise, and commercial use during the Subscription Term.

7.2 Restriction. You and your Authorized Users shall not, anywhere in the world:
(a) resell, transfer, lease, sub-license, modify, reverse engineer, decompile, hack, interfere with, disrupt, disassemble, copy, adapt, translate or create derivative works of the Site and/or any part of the Service;
(b) use the Service for illegal purposes or for the transmission of information, content including Customer Content, that may be unlawful, defamatory, threatening, harmful, abusive, obscene, pornographic, violent, racist, xenophobic, that infringes the dignity and/or or that infringes any rights, including Intellectual Property Rights, of third parties, or any privacy, or send spam or other unsolicited messages in violation of Local Applicable Laws;
(d) make the Service available to anyone other than to your Authorized Users and allow more than one individual Authorized User to use a Seat;
(e) permit third parties to use the Service, with the exception of your Authorized Users, including but not limited to shared use via a network connection, except under the terms of this Agreement;
(f) circumvent or disable any technological features or measures in the Service;
(g) use the Service, including in conjunction with, any device, program, or service designed to circumvent any deployed technological measures, in an attempt to control access to, or the rights in, a content file or other work protected by Intellectual Property Rights laws;
(h) attempt to gain unauthorized access to the Service or its related systems or networks;
(i) upload to, or transmit from, the Service any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
(j) access the Service in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Service.

7.3 Warranty and indemnification. You warrant to comply with the obligations of this Clause 7.2 and to indemnify, hold harmless and defend Agorapulse against all liabilities, claims and costs, arising from your breach, alleged or actual, of these obligations.

7.4 Breach of Clause 7.2. Any such forbidden use shall constitute a material breach of this Agreement and shall prompt us, at our own discretion, to immediately terminate your right to access the Service. Any breach of this Clause 7.2 shall make you liable for damages suffered by Agorapulse.

8. Proprietary Rights

8.1 Our proprietary rights. Except as otherwise stated herein, all rights, titles and interest in the Site and/or the Service, including all software, databases, functions, Updates, evolution, documentation and any content contained therein is the exclusive property of Agorapulse. All Agorapulse trademarks, trade names, service marks, logos in and to the Site and Service are proprietary to Agorapulse. You may not use them in any way without Agorapulse's written consent. If you copy or download any information from this Site and/or Service, you agree that you shall not remove or obscure any copyright or other notices or legends contained in any such information.

8.2 Quiet enjoyment. We guarantee the Customer the quiet enjoyment of the Service. In this respect, Agorapulse declares that it holds all Intellectual Property Rights on the Service (excluding your material, content, data, elements, rights and Intellectual Property Rights, and those of third parties). If your enjoyment of the Service is restricted, you shall immediately notify us and we shall immediately take, at our own expense, the appropriate measures to stop the disturbance and to ensure your quiet enjoyment of the use of the Service.

8.3 Content from the Service. You may not modify, copy, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products or service obtained from the Site and/or the Service, except for the purposes expressly provided herein, without Agorapulse’s prior written approval.

8.4 Your proprietary rights. All your trademarks, trade names, service marks, logos are proprietary to the Customer. We cannot use them in any way except as part of this Agreement.

8.5 Data. All rights, title and interest in the Data is your exclusive property. Agorapulse shall not modify, copy, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of your Data belonging to you, except for the purposes of the provision of performing the Service expressly provided for herein.

9. Liability

9.1 General. Each Party shall be responsible for the consequences resulting from its faults, errors or omissions, as well as from the faults, errors or omissions of its own personnel, subcontractors and Authorized User and causing direct damage to the other Party or third parties. Neither Party shall be liable for any indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs, data, or other information or any other pecuniary loss).

9.2 Limitations. Agorapulse shall not be liable for any damages arising from (i) your use of or access to the Service, or any content, products or services distributed on or provided through the Site and/or Service, (ii) a fault or failure of the Customer, (iii) any failure or interruption of the transmission networks leading to a suspension of the Site and/or the Service.

9.3 In any event, and without prejudice to the above, Agorapulse’s total maximum aggregate liability under this Agreement, all causes and all damages combined, shall not exceed the amount paid of the twelve (12) latest months of your current Subscription Plan or, for Customer who have only subscribed to free Service during the trial period, the financial consequences of direct and foreseeable damages resulting from Agorapulse’s breach of Agreement. However, nothing in this Agreement shall limit or exclude Agorapulse’s liability for fraud and fraudulent misrepresentation, death, personal injury and administrative sanction linked to a breach by Agorapulse of the regulations on the protection of personal data.

9.4 Customer Content. You are solely responsible for the Customer Content that you or Authorized Users upload, publish, display, link to, or otherwise make available via the Service, and you agree that Agorapulse is only acting as a passive conduit and host for the online distribution and publication of the Customer Content and the online display of Mentions. Agorapulse will not review, share, distribute, or reference any Customer Content or Mentions except as provided herein, as provided in Agorapulse’s Privacy Policy, or as may be required by Local Applicable Law. Notwithstanding the foregoing, Agorapulse retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion.

9.5 Customer’s liability. You shall (i) be responsible for your and your Authorized Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) be solely responsible and liable for all activity conducted through your Account in connection with the Service; (iv) promptly notify Agorapulse if you become aware of or reasonably suspects any security breach ; (v) use the Service only in accordance with Applicable law and Local Applicable Laws and government regulations; (vi) comply in all respects with all the terms of service of the Supported Platforms, such as:
- the YouTube Terms of Service published at www.youtube.com/t/terms
- the Facebook Terms of Service published at https://www.facebook.com/terms.php and https://www.facebook.com/page_guidelines.php
- the Instagram Terms of Service published at https://help.instagram.com/478745558852511
- the X Terms of Service published at https://twitter.com/en/tos
- the LinkedIn Terms of Service published at https://www.linkedin.com/legal/user-agreement

9.6 X. Without limiting the foregoing, you undertake that you will not be using the Service to access or use content from X for any unlawful, discriminatory purposes and/or profiling based on sensitive categories of information prohibited by law (see Section XV.B. User Protection of the Twitter Developer Agreement published at https://developer.twitter.com/en/developer-terms/agreement).

9.7 Fair use policy. Agorapulse may suspend your access to the Service for abusive practices that degrade the performance of the Service for you and/or other customers of Agorapulse. Agorapulse may also suspend your access to the Service if the activity of any of your social profiles is beyond acceptable limits and may degrade the performance of the Service for you and/or other customers of Agorapulse. What is “beyond acceptable limits” is based on reasonable standards and on the impact of the concerned activity on Agorapulse’s technical infrastructure and Services.

9.8 Disclaimer. The Site and Service are provided 'as is'.You acknowledge that the Service is standard software and service and not a bespoke or custom program or service prepared to meet your needs.

9.9 Third party content and Mentions. You understand that by using the Service, you may be exposed to third party content, information, and Mentions that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Agorapulse does not own, control, or review Mentions, and unless Customer creates the content of Mentions, Mentions shall not be considered Customer Content under any circumstances. Mentions may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Agorapulse has no obligation to preview, verify, flag, modify, filter, or remove any Mentions, even if requested to do so, although Agorapulse may do so in its sole discretion. Your use of Mentions is at your sole risk, and Agorapulse shall not be liable to you or any third party in relation to Mentions.

10. Confidential Information

10.1 The Receiving Party shall hold and maintain the Disclosing Party’s Confidential Information in strictest confidence. The Receiving Party shall ensure restriction of access to Confidential Information to those of its employees, contractors and third parties as is commercially and reasonably required to perform its obligations under this Agreement, provided that such persons abide by written nondisclosure restrictions at least as protective as those contained within this Agreement.

10.2 The Receiving Party shall not, without the prior written approval from the Disclosing Party, use the Disclosing Party’s Confidential Information for the Receiving Party’s own benefit, publish or disclose to third parties, copy or reproduce the Disclosing Party’s Confidential Information, or permit the use of the Disclosing Party’s Confidential Information by others for their benefit or to the detriment of the Disclosing Party.

10.3 The obligations of confidentiality of this Clause 10 will continue for the duration of the Agreement and for a period of ten (10) years following its expiry or termination.

10.4 You acknowledge and agree that Agorapulse may however disclose any Data if required to do so by law or in order to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any of your content and/or Data violates the rights of third parties; or (d) protect the rights, property, or personal safety of Agorapulse, the Site, the Service, its users, and the public. Agorapulse will use its best efforts to notify you in the event such disclosure is requested.

10.5 The Receiving Party shall return to the Disclosing Party or destroy any of the Disclosing Party’s Confidential Information and written, printed, or tangible materials in its possession pertaining to such Confidential Information immediately upon the Disclosing Party’s written request.

11. Data Retention

11.1 Agorapulse commits to securely storing your Data during your Subscription Term.

11.2 Agorapulse expressly disclaims all obligations with respect to archiving, storage and backup of Data beyond your Subscription Term and may delete Data that is no longer in use and exceeds the timeframes stipulated in the applicable Subscription Plan.

12. Security

12.1 General. Agorapulse ensures the security of its Service under the conditions mentioned here: https://www.agorapulse.com/security/.

12.2 Assumptions of risk. You use the Internet, the Site and Service solely at your own risk and subject to the Applicable Law and all Local Applicable Laws. While Agorapulse has used reasonable efforts to create a secure and reliable Site and Service, Agorapulse is not responsible for the security of any information outside of its reasonable control. Agorapulse shall have no liability for interruptions or omissions in Internet, network or hosting services. Furthermore, you hereby declare that you are aware that as a result of the global nature of the Internet and World Wide Web, the Site and/or Service are available online and may generally be accessible from anywhere in the world at any time. Access to the Site and/or Service may not be legal by certain persons or in certain jurisdictions. You agree to comply with all Applicable Law and Local Applicable Laws regarding online conduct and acceptable content in any generated content.

12.3 Links. The Site and Service may include links to websites, materials, or content developed by third parties. Agorapulse shall not be responsible for the contents of any such third party material. Use of any such links, website and materials shall be at your own risk. Agorapulse reserves the right, in its sole and absolute discretion, to discontinue links to any other material at any time and for any reason.

12.4 Enforcing Security. Actual or attempted unauthorized use of any of the Site and/or Service may result in the institution by us of criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site and/or Service without notice or further permission from you, to the fullest extent permitted by Applicable Law, and only in accordance with this Agreement. This right extends to our review of tracking activity and details pertaining to claimed violations by you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site and/or Service.

13. Miscellaneous

13.1 Governing Law and Dispute Resolution. This Agreement is governed by, and construed in accordance with the laws of France. The parties agree that any dispute or claim arising out of or in connection with this Agreement or its subject-matter, shall be subject to the exclusive jurisdiction of the Paris Court of Appeal. Agorapulse shall retain the right to institute proceedings in the Courts of law of the country in which you reside.

13.2 Commercial reference. Unless you specifically withdraw your consent to this clause by sending an email at legal@agorapulse.com, you hereby acknowledge and consent to Agorapulse making use of any of your marks, logos and trade names to identify you as Agorapulse’s customer on Agorapulse’s Site and/or Service, in addition to any other marketing material. You can withdraw your consent according to this clause at any time.

13.3 Waiver of compliance of this Agreement. Any failure by either party to enforce, at any time, any provision, condition, or requirement of this Agreement, or the failure to require performance by the other party, shall not waive the obligation to comply with such provisions. Any waivers must be in writing, signed by an authorized officer, and shall only be effective for the specific instance specified.

13.4 Assignment and delegation. Only with our prior consent in writing, you may assign or delegate any of the rights or obligations arising under the Agreement. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you.

13.5 Relationship of the parties. Nothing contained in this Agreement shall be interpreted or construed to create a partnership, agency, or any other type of employment relationship between the parties hereto, or to impose liability attributable to such relationship upon either party. Neither party will have any right, power or authority to enter into any agreement on behalf of, to incur any obligation or liability of, or to otherwise bind the other party.

13.6 Severability. If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, that provision shall be enforced to the maximum extent possible to effect the original content of the parties, and the remainder of this Agreement shall otherwise remain in effect to the maximum extent possible.

13.7 Entire Agreement. The rights and obligations of both Parties shall be as set forth in the Agreement constitutes the entire agreement between the Parties and replaces all prior agreement, oral or written, relating to the subject matter of this Agreement.

14. Privacy / Data Protection

14.1 Privacy policy. We may process personal data for the purpose of performing this Agreement. You can refer to our Privacy Policy (https://www.agorapulse.com/privacy-policy/).

14.2 Data processed by Agorapulse as a processor. By using the Site and the Services, you acknowledge that you may collect information which is considered as being personal information and/or personal information which could be defined as being sensitive, under the Applicable Law and/or Local Applicable Laws. You acknowledge that you act as a data controller and you shall be solely and exclusively responsible to provide all the necessary controls on your website as well as obtain any consent, which you might be legally obliged to obtain. You acknowledge that we act as a data processor in connection with the provision of the Services. Our obligations are set out in our Data Protection Agreement that you may ask at legal@agorapulse.com. As a matter of principle, we do not transfer personal data processed outside the European Union.

14.3 Compliance. By accepting the terms contained within this Agreement, you acknowledge, represent and warrant that you shall comply with all Local Applicable Laws, including but not limited to applicable data protection and privacy laws.

Contact Information:
Agorapulse SAS
35 Bd de Sébastopol, 75001 Paris, France
Email: legal@agorapulse.com