Last updated in March 2020
1.1 Your use of Viralpitch’ products, services, content and web sites (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to you or your employees by Viralpitch under a separate written agreement) is subject to the terms of a legal agreement between you and Viralpitch (as defined below in Section 18.1) contained in this document and/or any other document expressly referred to herein. The Services are accessed through Viralpitch’ proprietary software application(s) (referred to as the “Software” below) hosted at our web platform at www.Viralpitch.co and consist in a single log-in, centralised web dashboard that enables you to access data, metrics and analytics from social profiles on multiple social networks. The Services are provided as “Software as a Service (SaaS)” subscription services and we will not be delivering copies of the Software to you as part of the Services. This document explains how the agreement is made up and sets out some of the terms of that agreement. These terms and conditions will not apply if (i) you or your organization (on whose behalf you act pursuant to Section 2.3 and 18.1) have entered into a separate written agreement with us for the Services, such as, for example, a Viralpitch Binding Order that references other Viralpitch’ terms of Service, or any other written agreement for the provision of our Services, or (ii) you or your organization have purchased the Services through our authorised reseller.
1.2 Unless otherwise agreed in writing with Viralpitch, your agreement with Viralpitch will always include, at a minimum, the terms and conditions set out in this document (the “General Terms”).
1.3 Your agreement with Viralpitch will also include all subscription rates and payment terms applicable to the Services chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on Viralpitch website or are otherwise made available to you either within, or through your use of, the Service you subscribe to.
1.4 The General Terms, together with the Payment Terms, form a legally binding agreement between you and Viralpitch in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by (A) clicking to accept or agree to the Terms, where this option is made available to you by Viralpitch in the user interface for any Service; (B) by payment for the Services; or (C) by actually using the Services. By performing one of these three options, you understand and agree that Viralpitch will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (A) you are not of legal age to form a binding contract with Viralpitch; or (B) when contracting on behalf of an entity, you are not authorized to legally bind your company or organization to such terms; or (C) you are a person or entity barred from receiving the Services under the laws of the India Or other countries including the country in which you are resident or from which you use the Services.
2.4 If you accept the Terms in the user interface for a Service, by making a payment, or by commencing the use of the Service, we recommend that you print off or save a local copy of the Terms for your records before you continue.
2.5 The Services are provided by Viralpitch for consideration. The up-to-date prices applicable to your use of the Services are published on the Services website www.Viralpitch.co for configurations of the Services eligible for online purchase and by using the Services at a particular moment you agree to the prices published as of that moment.
2.6 You can pay for the Services either by entering your credit card information, or by any other means as published, from time to time, on the Services website. Alternatively, you can contact us to agree on other methods of payment (such as invoicing). 2.7 Viralpitch is not responsible for the payment processing provided by any third party.
2.8 The prices exclude any and all applicable taxes and similar fees (other than taxes solely based on Viralpitch’ income) now in force or imposed in the future on provision of the Services, including any sales, use or value added taxes, services tax or withholding tax, and you shall be responsible for payment of all such taxes.
3.1 The Terms are provided in English. If Viralpitch has provided you with a translation of the English language version of the Terms, you agree that the translation is provided only for your convenience, and that the English language versions of the Terms will govern your relationship with Viralpitch.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4.1 Viralpitch may have subsidiaries and affiliated legal entities in other countries. At times, these companies or their employees may serve as contact points with respect to the Services provided to you by Viralpitch. Even where Viralpitch’ subsidiaries or affiliates are your primary contact points, Viralpitch as the Services provider will remain ultimately responsible for the provision of Services hereunder.
4.2 Viralpitch is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Viralpitch provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that Viralpitch may permanently or temporarily stop providing the Services (or any features within the Services) to you or to users generally at Viralpitch’ sole discretion, without prior notice to you.
4.4 You understand and agree that Viralpitch may at its full discretion suspend access to your account for (i) delay with any payment (including delay resulting from your failure to provide valid billing details) or (ii) other breach of the Terms if such breach is material, and that in such case you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. If your access to the Services had been suspended for delayed payment or other (material) breach of the Terms, and subsequently was reactivated (e.g. after the breach had been cured), you still remain obliged to pay the Services fees for the entire subscription term including the period for which you could not access the Services as a result of your default; you will not be entitled to any compensation or refunds (whether monetary or in the form of extra days of Services / extended subscription term) for the period for which you could not use the Services. Such suspension of Service shall not be considered a breach of the Terms by Viralpitch. Further, the foregoing is without prejudice to Viralpitch’ right to terminate the legal agreement embodied in the Terms for material breach pursuant to Section 12.3 of the Terms.
5.1 To access the Services, you or your individual end-users may be required to provide identification, contact or similar details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to Viralpitch will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (A) the Terms; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, Instagram, Twitter and other social media platform rules).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Viralpitch, unless you have been specifically allowed to do so in a separate written agreement with Viralpitch.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with Viralpitch, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. The Services can be used by you only for your own internal business purposes. You may not use the Services for the benefit of any third parties. You acknowledge that use of the Services in breach of this Section 5.5 will be considered a material breach of these Terms, with all consequences resulting therefrom.
5.6 You agree that you will not engage in any activity that may amount to the misuse of our Services or that seeks to circumvent the Services’ terms. For example, if Viralpitch provides you with any portion of a Service for free (as part of a trial, pilot or otherwise), you may not engage in data mining or other excessive use of the Service, beyond what is permitted by the free Service (and as advertised for that free Service at the time of the relevant promotion). Viralpitch reserves the right to limit your activity on any of its free Services for any reason and without notice.
5.7 You agree that you are solely responsible for (and that Viralpitch has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Viralpitch may suffer) of any such breach.
5.8 You acknowledge that additional third-party fees (such as internet service provider fee, social media platform fee, fee for boosted or promoted posts, third-party add-on fee or similar) may apply in connection with your use of Viralpitch’ Services. Selected third party fees are payable by you directly to the relevant third party and the relevant third party receiving such additional fees is responsible for the processing of such fees. You agree that you are solely responsible for payment of such fees or for maintaining appropriate levels of funds where applicable. Viralpitch has no responsibility to you or to any third party for payment of any such fees or for unavailability of Services due to your failure to do so.
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible for all activities that occur under your account.
6.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify Viralpitch immediately at info at Viralpitch dot com.
7.1 We are serious about the privacy of all individuals who use our Services or whose personal data we process.
7.3 Viralpitch has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction.
7.4 You agree that Viralpitch may use aggregated and anonymised data derived from the data provided by you or collected by the program analytics such as user behaviour and activities for its own statistics, for auditing, for the purposes of product and market research and analytics (which help Viralpitch to optimise and improve its Services their usability, the range of Services, and to develop new technologies, products and services), and for benchmarks and other analyses. Viralpitch may publish such anonymised data and share them with third parties outside of Viralpitch; however, Viralpitch will not directly or indirectly transfer any data received from you to (or use such data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset.
8.1 You understand that all information such as, without limitation, data files, written text, computer software, music, audio files or other sounds, photographs, and videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated.
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to Viralpitch (or by other persons or companies on their behalf), and that the Content may include sensitive personal data. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless you have been specifically told that you may do so by Viralpitch or by the owners of that Content, in a separate agreement.
8.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.4 You agree that you are solely responsible for (and that Viralpitch has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Viralpitch or third parties may incur and including any other legal liability, whether liability under civil, commercial, tort, penal or administrative law or any other legal theory) by doing so. You may not use the Services to intentionally transmit or make public infringing, libelous, or otherwise unlawful or tortious Content or to store, transmit or make public any Content in violation of third party’s intellectual property or similar rights. You shall indemnify and hold Viralpitch harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by Viralpitch as a result of or in connection with (i) your breach of any third party’s intellectual property or similar rights or (ii) your breach of warranty under Section 11.5 below.
9.1 You acknowledge and agree that Viralpitch (or Viralpitch’ licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Viralpitch and that you shall not disclose such information without Viralpitch’ prior written consent.
9.2 Unless you have agreed otherwise in writing with Viralpitch, nothing in the Terms gives you a right to use any of Viralpitch’ trade names, trademarks, service marks, logos, domain names and any other distinctive brand features. For the avoidance of doubt, if any reports or similar outputs from the Services (hereinafter “Reports”) generated by you through the use of the Service include Viralpitch’ trade name, trademark, service mark, logo, domain name or other distinctive Viralpitch’ brand features, their use in connection with that Report is permitted and Section 9.4 below shall apply.
9.3 Other than the limited license set forth in Section 11, Viralpitch acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Viralpitch, you agree that you are responsible for protecting and enforcing those rights and that Viralpitch has no obligation to do so on your behalf.
9.4 You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorised to do so in writing by Viralpitch, you agree that in connection with the Services, you will not use any trade mark, service mark, trade name, logo of any third party company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.
10.1 Viralpitch gives you a worldwide, royalty-free, non-assignable and non-exclusive right and licence to access and use the Services through the Software, on a subscription basis, for the term and in the scope designated by the Terms. Further, Viralpitch gives you a worldwide, royalty-free, perpetual and non-exclusive right and licence to access and use, reproduce, display, distribute, and create derivative works of, Reports that you generate through your use of the Services. The licence granted in this Section 10.1 is for the sole purpose of enabling you (end-users within your organization) to use and enjoy the benefit of the Services as provided by Viralpitch, in the manner permitted by the Terms (in particular Section 5). You may not use the Services for the benefit of any third parties. You acknowledge that this is a SaaS agreement and that (i) the Software is not sold, and (ii) we will not be delivering copies of the Software to you as part of the Services.
10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software underlying the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Viralpitch in writing. You may not access and/or use the Service and the underlying Software in order to build a similar or competitive product. You further may not (and you may not permit anyone else to) attempt to gain unauthorized access to the Services, its particular features or third-party content created by or for another Viralpitch’ customer, interfere with or disrupt the integrity or performance of the Services or third-party content contained therein or perform penetration test, denial of service simulation or automated vulnerability scan of the Services.
10.3 Unless Viralpitch has given you specific written permission to do so, you may not assign (or grant a sublicense of) your rights, grant a security interest in or over your rights, or otherwise transfer any part of your rights granted hereunder.
10.4 You acknowledge that any breach of Section 10 by you or your end-users shall constitute a material breach of the Terms, with all consequences arising therefrom.
11.1 You retain copyright and any other intellectual property rights you already hold in Content which you submit, post or display on or through the Services. In case you use Services features that allow you to submit, post or display the Content on or through the Services, you give Viralpitch a worldwide, royalty-free, and non-exclusive licence to use, reproduce, adapt, modify, and publish (on your behalf and pursuant to your instructions) such Content on social networks. For avoidance of doubt, the licence granted in this Section 11.1 is for the sole purpose of enabling Viralpitch to display, distribute and promote the Content to your clients and/or social networks users.
11.2 If you provide, as part of your use of Viralpitch’ Services or as part of the Content which you submit, post or display on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that Viralpitch may use such photograph or other materials for the sole purpose of providing the Services.
11.3 You understand that Viralpitch, in performing the required technical steps to provide the Services to you, may (A) transmit or distribute your Content over various public networks and in various media; and (B) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Viralpitch to take these actions.
11.4 You acknowledge that provision of Viralpitch’ Services (or particular features within the Services) may be conditioned upon and subject to (A) you giving Viralpitch appropriate access level to your social media content by providing respective social media platform access permissions; and (B) you having appropriate user permissions or roles within the respective social media platform. As a result, when using Viralpitch’ Services, you may be required to grant Viralpitch certain permissions (through a dedicated permission token or a similar permission mechanism) to allow the Services access specific information and perform the requested actions.
11.5 You confirm and warrant to Viralpitch that you have all the rights, power and authority necessary to grant the above licence, access and permissions to Viralpitch.
11.6 If any permission granted by you results in Viralpitch obtaining access to a private layer of data available through the respective social media platform, Viralpitch will keep such information confidential at all times, except where legally compelled to disclose the relevant information. Such obligation will not, however, apply to any information that (i) was publicly known and made generally available in the public domain prior to granting the permission to Viralpitch; (ii) becomes publicly known and made generally available after granting the permission to Viralpitch other than as a result of a violation of this Section 11.6 by Viralpitch; (iii) is already in the possession of Viralpitch at the time of granting the permission; (iv) is obtained by Viralpitch from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by Viralpitch without the use of your confidential information. If a separate non-disclosure agreement stipulating similar confidentiality obligations is in place between you and Viralpitch, the stricter of the confidentiality obligations shall apply.
12.1 The Terms will continue to apply during the term of your original online subscription specified within the Services and during any renewed (extended) term as specified in Section 12.5 below, or until terminated by either you or Viralpitch as set out in Section 12.2 and 12. 3 below.
12.2 If you purchase the Services continuously on a monthly “pay as you go” basis online, you may stop using the Services and so terminate your legal agreement with Viralpitch at any time, without the need to notify Viralpitch.
12.3 Nothing in this Section 12 shall affect Viralpitch’ rights regarding provision of Services under Section 4 of the Terms. Nothing in this Section 12 shall affect your early termination rights granted to you under the applicable law.