Last version edited on: 29/September/2026
1. The Agreement
1.1. Please read carefully these terms and conditions (the “Agreement”) before creating any account and/or using any Services (as defined below). Please also read carefully any additional terms you agree to, pursuant to this Agreement, any Order Form or by turning on specific features.
1.2. This Agreement is a mandatory, legal and valid agreement between the Company Code Path S.R.L., having its headquarters in Bucharest, Unirii Boulevard, no. 73, Bl. G3, Sc. 3, 4th floor, Ap. 55, District 3, registered with the Trade Registry under No. J40/10861/2016, sole registration code 36426318, email [email protected] (hereinafter referred to as “Code Path” and/or “we” and/or “our” and/or “us”), operating the Socialhound platform, and you (hereinafter referred to as the “Customer” and/or “you” and/or “your” and/or the “user”), regarding (the use of) the Services. Code Path and you are hereinafter also referred to individually as a “Party” and collectively as the “Parties”. This Agreement also includes any replacement and/or amendment thereof by Code Path. The person that accepts these terms and conditions on behalf of a public agency, department, company or other legal person represents and warrants that he or she has the authority to bind that agency, department, company or legal person to this Agreement.
1.3. By signing up for the Customer account and/or by pressing any (acceptance) button and/or ticking a box in this sense and/or by signing an Order Form referring to this Agreement and/or by using any Services, you expressly and unconditionally accept all the terms and conditions of this Agreement and you undertake to fully and adequately respect them. If you do not wish to fully and adequately respect the terms and conditions of this Agreement, including as they will be replaced or amended from time to time, do not use (any longer) any of the Services.
Socialhound Services
1.4. Socialhound is a social media performance analytics, benchmarking and reporting platform built for public safety communications teams, including police departments, sheriff’s offices, fire departments, transit authorities, federal agencies and other public safety organizations. The Socialhound Services (the “Services” or the “Socialhound Services”) means Code Path’s software-as-a-service web application, including without limitation: (a) the online platform and the related interface(s) for accessing and using the Services, accessible through the website app.socialhound.io (the “Site”) and/or other websites communicated by Code Path, including www.socialhound.io; (b) any software or any Code Path application programming interfaces (“API”) made available by Code Path and used in any way in connection with the Services; (c) the solution(s), products, services and/or features made available or provided by Code Path in relation with the Services, such as peer benchmarking, content pillar analysis, crisis communication tracking and leadership-ready reports; and (d) the content, text, data, documents, descriptions, graphics, photos, videos, interactive features contained in or made available through the Services and/or any data/content collected, processed and displayed from/as result of the use of the Services by the Customer, including exported reports (the “Content”).
1.5. The subscription plan (the “subscription plan” or the “plan”) chosen by the Customer, its features and specifications (including the number of tracked profiles, benchmark/peer profiles, years of posts history and user seats) and the Subscription Fee are mentioned on the Site, in Annex 1 to the present Agreement and/or in the order form, quote or purchase order accepted by Code Path (the “Order Form”).
2. The use of the Services
2.1. Subject to the Customer’s unconditional, full, proper and adequate compliance with this Agreement (including as it will be replaced or amended from time to time) and payment of the applicable Fees, Code Path hereby grants to the Customer, and the Customer accepts, a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable right to use the Services during the term of this Agreement (solely for the period during which the Customer fully and adequately respects this Agreement and the Agreement is not suspended for any reason, until the moment the Agreement terminates, regardless of the termination reason), solely for the Customer’s internal purposes, in accordance with the features and specifications of the chosen plan, only as permitted by the Services and depending on the social profiles added by the Customer, on the options/access(es) chosen/given by the Customer in the Services, including any access to the social networks, and/or on the information/data provided by the social networks.
2.2. The Customer expressly acknowledges and agrees to use the Services and/or any (information from any) result of the Services solely for the purposes expressly mentioned in this Agreement and only to the extent permitted by this Agreement, any applicable law, regulation or generally accepted practice in the applicable jurisdiction, and that it has the right to use the Services only as an end user. Except as otherwise expressly and previously approved by Code Path in writing, the Customer does not have the right to use the Services and/or any (information from any) result of the Services for other purposes than the ones expressly permitted by this Agreement.
2.3. Without affecting the generality of the foregoing, the Services and especially any Content must be used solely for measuring, analyzing, benchmarking and reporting on the performance of the social media communications of the Customer and of other public organizations’ public social media profiles, as mentioned in the (features of the) plan chosen by the Customer and only as permitted by the Services.
2.4. The Customer may share reports and other Content generated through the Services internally and with its leadership, governing bodies (such as a city council, county board or oversight committee), partner agencies and the public, in connection with its own communications activity, provided that such sharing respects this Agreement, the terms of the social networks and the rights of any third parties. The Customer may not resell, license or otherwise commercially exploit the Services or the Content.
2.5. The Customer is solely responsible for determining whether the Services are suitable for the Customer’s needs and/or purposes and/or for use in light of any regulations, policies or other applicable laws, including any procurement, records retention, public records or social media policies applicable to the Customer.
2.6. The Services are designed to help the Customer understand, improve and demonstrate the performance of its public social media communications and community engagement.
2.7. Without affecting the generality of the foregoing, the Services and/or any (information from any) result of the (use of the) Services must be used solely for legal purposes and only in accordance with this Agreement and the applicable legal regulations.
2.8. The Customer represents and warrants to Code Path that, when using the Services, it will have all the necessary rights, consents, permissions, title, interests and license rights to use and/or otherwise process any and all (part of any) Content.
3. Prohibited uses – no surveillance
3.1. The Services are built exclusively around the performance of the content published by public organizations and the aggregated engagement with such content. The Services are not, and must not be used as, a surveillance, monitoring, intelligence or investigative tool.
3.2. Without affecting the generality of the foregoing, the Customer shall not, and shall not allow any Authorized Users or third parties to, use the Services and/or any Content in order to: (a) identify, track, locate, monitor or profile any individual, including any individual who follows, comments on, reacts to or otherwise interacts with any social media content; (b) conduct or support surveillance, investigations, intelligence gathering, predictive policing, criminal or immigration enforcement, or any activity targeting individuals or groups; (c) monitor or track protests, demonstrations, political, religious or union activity or any other lawful exercise of rights; (d) make any decision regarding eligibility for employment, housing, credit, insurance, benefits or any other decision affecting an individual; (e) infer or process any information regarding the racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sex life or sexual orientation of any individual; (f) add to the Services the personal social media profiles of private individuals, other than the official profiles of public organizations and of public officials acting in their official capacity; and/or (g) violate the terms, developer policies or platform policies of any social network, including their restrictions on the use of platform data for surveillance.
3.3. Any breach of this section 3 is a material breach of this Agreement and entitles Code Path to immediately suspend and/or terminate the Agreement, without prior notice, without any liability whatsoever towards the Customer and without any refund.
4. Title
4.1. This is an Agreement for granting a limited access and right to use the Services. The Customer expressly acknowledges and agrees that it is obtaining only a limited right to use the Services and that, irrespective of any use of the words “purchase”, “acquire”, “buy” or other similar terms in this Agreement, in any Order Form or otherwise, no ownership rights regarding the Services are granted to the Customer.
4.2. The Customer expressly acknowledges and agrees that Code Path retains full and exclusive ownership of the Services and all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, including any and all intellectual property rights that exist therein, whether registered or not.
4.3. Any rights not explicitly and expressly granted to the Customer hereunder are reserved to and shall remain solely and exclusively proprietary of Code Path.
4.4. The Customer shall abide by all copyright notices and restrictions contained in any Content accessed through the Services. The Customer further agrees that the Services may contain proprietary and confidential information protected by applicable intellectual property and other laws. The Customer agrees not to use such proprietary information or materials in any way whatsoever except for the use of the Services in compliance with this Agreement. No part of the Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement.
4.5. Aggregated benchmarks. The Customer agrees that Code Path may use data regarding public social media profiles and the Customer’s use of the Services in an aggregated and anonymized form, which does not identify the Customer or any individual, in order to compute peer benchmarks, improve the Services and publish industry statistics and reports.
5. The Customer account and the Authorized Users
5.1. In order to use the Services, the Customer has to create an account (the “Customer account”). The Customer must provide the valid requested information in order to complete the signup process. The Customer states that all the (personal) data provided in connection with this Agreement shall be true, accurate and complete, and the Customer is solely liable for providing such data.
5.2. Authorized Users means the person(s) the Customer authorizes (in the Customer account settings) to access and use the Services, totally or partially, via the Customer account, such as public information officers, social media managers, communications directors and other staff of the Customer. Such Authorized Users will access and use the Services in the Customer’s name and on its behalf, and the Customer is fully liable for all the (in)action(s) of such Authorized Users. The Customer: (a) must not allow anyone other than Authorized Users to access and use the Customer account; (b) must keep, and ensure that Authorized Users keep, all login details and passwords secure at all times and must not share user seats between several persons; (c) remains solely responsible and liable for the activity that occurs in connection with the Customer account; (d) will be liable for any breach of the Agreement by any Authorized User. The Authorized Users must fully, irrevocably and unconditionally respect the terms and conditions of this Agreement.
5.3. The Customer is solely responsible for maintaining the confidentiality and security of the Customer account and for all activities that occur on or through it, and agrees to immediately notify Code Path of any security breach of the Customer account.
5.4. Once the Customer account is created, the Customer may add its own public social media profiles and the public profiles of the peer organizations it wishes to benchmark against (on Facebook, Instagram, X and any other platforms supported by the Services from time to time), following the guide for adding profiles, and/or may connect the social media accounts it manages in order to allow access to private insights for such profiles.
6. Trial period and demos
6.1. Code Path may, at its discretion, grant the Customer a free trial period or demo access to the Services (for 14 days or such other period granted by Code Path) (the “trial period”). The trial period is solely designated for the Customer’s use in order to determine whether to acquire a paid plan.
6.2. The Services in the trial period may not include all the functionalities, features and/or Content accessible as part of a paid plan.
6.3. The Customer must use the Services during the trial period in accordance with the terms and conditions of this Agreement.
6.4. Notwithstanding anything to the contrary in this Agreement, Code Path does not make any commitments and will have no obligations whatsoever in relation to the trial period.
6.5. Code Path reserves the right to modify, cancel, terminate, suspend and/or limit the trial period at any time, without fulfilling any (previous) formalities, without any liability whatsoever to the Customer and without paying any damages or other compensation.
6.6. If the Customer does not acquire a paid plan until the end of the trial period, this Agreement and all the Customer’s rights to use the Services will be suspended at the end of the trial period, until the date the Customer acquires a paid plan or until Code Path grants another trial period, as the case may be. If the Customer does not acquire a paid plan within 30 days after the expiration of the trial period, Code Path is entitled to unilaterally terminate this Agreement at any time, by deleting the Customer account (and consequently all the Customer data), without any liability whatsoever to the Customer, without paying any damages or other compensation, without putting the Customer in default (which will result from the simple fact of not acquiring a paid plan), without fulfilling any (other) (previous) formalities and without any other judicial or extra-judicial procedure.
7. The Term
7.1. The Agreement enters into force at the date of signing up for the Customer account or at the date of signing/accepting an Order Form, whichever is earlier.
7.2. In case of a standard paid subscription plan available on the Site, the Services will be accessible starting with the date of choosing and paying the monthly or yearly subscription plan, on a subscription basis, for the chosen and paid subscription period (the “Subscription Period”), and such Subscription Period will automatically extend for successive Subscription Period(s) equal to the initial one, unless either Party notifies the other Party (by email or as otherwise permitted by this Agreement) of the termination of the Agreement before the expiration of a Subscription Period (with at least 5 days prior to the expiration of a monthly Subscription Period and with at least 30 days prior to the expiration of a yearly or multi-year Subscription Period), without fulfilling any other formality, the termination being effective at the end of the respective Subscription Period.
7.3. In case of a custom plan agreed through an Order Form (including annual, multi-year or one-time plans), the Services will be accessible starting with the date of receiving an email for such purpose from Code Path, for the period mentioned in the Order Form. Unless otherwise provided in the Order Form, such period will automatically extend for successive periods equal to the initial one, under the notice conditions provided in section 7.2. The features and specifications of each custom plan are mentioned in the Order Form.
8. Fees and payments
8.1. For each chosen one-time plan, the Customer shall pay to Code Path a one-time fee, in advance (the “One-Time Fee”), using the payment link or the payment information sent by Code Path (directly or through the payment processors).
8.2. Except as otherwise agreed by the Parties, the Customer shall pay in full the Subscription Fee for the first Subscription Period in advance, and each of the next Subscription Fee(s) shall be paid in full, in advance, before the beginning of the respective Subscription Period.
8.3. All Fees shall be paid in USD (American dollars) or, if not possible, in EUR or another agreed currency, at an agreed exchange rate valid for the payment date.
8.4. The Customer may pay the Fees via payment card(s) [the “Card(s)”] accepted by the online payment system(s)/processors used by Code Path or, if agreed through an Order Form, via bank transfer (ACH/wire) or check, based on an invoice or purchase order. The invoices for the Fees may be issued by the payment processors used by Code Path, and in such case the related payments shall be made to such payment processors.
8.5. By providing the Card information, the Customer authorizes Code Path to automatically charge the Card through PayPro Global Inc (225 The East Mall, Suite 1117, Toronto, ON, M9B 0A9, Canada) or other payment processors (together the “payment processors”) with the applicable Fees, including the applicable Subscription Fee on the first day of each Subscription Period. The Customer agrees that the payment processors may handle and store the Card details for easier (re)payment(s).
8.6. Invoices payable by bank transfer or check shall be paid within 30 days from the invoice date, unless otherwise provided in the Order Form or required by the mandatory laws applicable to a public sector Customer (such as prompt payment laws).
8.7. If any payment is not successfully settled due to the expiration of a Card, insufficient funds or otherwise, the Customer remains liable for any amounts not paid and Code Path may: (a) continue to charge the Card (through the payment processors) until receiving the due amounts; and/or (b) invoice the Customer directly for any unpaid amount, the Customer agreeing to the use of electronic invoices; and/or (c) suspend the execution of the Agreement until full payment of the due amounts, after a 10 days’ notice sent by email, without any liability whatsoever to the Customer; and/or (d) terminate this Agreement, in accordance with section 15.
8.8. Code Path may charge the Card or invoice the Customer for any due amounts also after the termination of the Agreement.
8.9. All the Fees are exclusive of all taxes, levies, duties, tariffs and other governmental charges, including without limitation any VAT, sales, use, goods and services tax, the payment of which is the Customer’s responsibility, so that the Customer pays in full the Fees to Code Path. Customers that are exempt from such taxes shall provide Code Path with a valid tax exemption certificate.
8.10. For each day of delay in paying any amounts due to Code Path, the Customer will pay, at Code Path’s request, late payment interest of 0.1% of the due amounts until full payment, to the extent permitted by the laws applicable to the Customer.
8.11. Except as expressly set forth in this Agreement or agreed by Code Path, the Fees are non-refundable, totally or partially.
8.12. Code Path reserves the right, upon at least 30 days’ notice to the Customer, to increase the Fees of any paid subscription plan, starting with the next Subscription Period following the expiration of such notice period. Fees fixed through an Order Form for a certain period shall not be increased during that period. If the Customer does not agree with the increase, it may terminate this Agreement (by email or as otherwise permitted by this Agreement) starting with the date the increase enters into force, this being the only remedy applicable in such case.
8.13. The Parties may agree to upgrade or downgrade the existing plan at any time. Unless otherwise agreed, the difference for any upgrade for the current Subscription Period shall be paid by the Customer before the upgrade enters into force. No refunds shall apply in case of any downgrade. A downgrade may cause the loss of Content, features or capacity of the Services (such as tracked profiles, benchmarks or historical data), and Code Path does not accept any liability for such loss(es).
9. Public sector Customers
9.1. Where the Customer is a government entity, public agency or department (a “Public Sector Customer”), the provisions of this section 9 apply in addition to the rest of the Agreement and prevail in case of conflict.
9.2. Procurement documents. Any purchase order issued by a Public Sector Customer is issued solely for its administrative convenience; any additional or different terms contained in such purchase order shall not apply, unless expressly accepted in writing by Code Path, either in an Order Form or in a separate agreement signed by both Parties.
9.3. Non-appropriation. If a Public Sector Customer’s governing body fails to appropriate funds for a subsequent fiscal year, the Public Sector Customer may terminate this Agreement at the end of the fiscal year for which funds were appropriated, by giving Code Path written notice as soon as reasonably possible, and in any case at least 30 days prior to such termination. The Customer shall pay all Fees due for the periods up to the effective date of termination, and no penalty or damages will apply for such termination.
9.4. Public records. Code Path acknowledges that a Public Sector Customer may be subject to public records or freedom of information laws. The Customer shall use reasonable efforts to notify Code Path of any request for disclosure of Code Path’s confidential information (such as pricing, security documentation or non-public product information), so that Code Path may seek to protect such information, to the extent permitted by law. The Customer remains solely responsible for complying with its own records retention and public records obligations, including regarding exported reports.
9.5. Limitations imposed by law. Any obligation of a Public Sector Customer to indemnify, to pay interest or damages, to accept automatic renewals or to accept a certain governing law or jurisdiction applies only to the extent permitted by the laws applicable to such Public Sector Customer. If such laws prohibit any provision of this Agreement, that provision shall be deemed modified to the minimum extent necessary to comply with such laws.
9.6. Endorsement. Code Path will not refer to a Public Sector Customer as a customer, and will not use its name, logo, insignia or badge, in any marketing materials without its prior written consent.
10. Availability of the Services
Code Path will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failures of electronic equipment and/or communications and/or due to subcontractors or other providers of Code Path, including the social networks. Reasonable steps will be taken by Code Path to minimize such disruption where it is within Code Path’s reasonable control. Code Path will use reasonable efforts to have no downtime longer than 2 hours and, if this happens, to have a team address it within 6 hours. Specific SLA(s) may be included in certain plans or Order Forms. Except as expressly provided in such SLA(s), Code Path shall not be liable towards the Customer or any other party for any suspension, modification, discontinuance or lack of availability of the Services and/or of the Customer account.
11. Modifications
11.1. The Customer expressly acknowledges and agrees that Code Path has the right to modify the Services, including without limitation the structure, features and functionalities of any plan(s).
11.2. Code Path will notify the Customer of such modifications via the Customer account, email or otherwise, in case such modifications affect the rights of the Customer under the existing paid plan, and in other cases at Code Path’s exclusive discretion.
11.3. Unless otherwise specified by Code Path, such modifications will become effective starting with the beginning of the next Subscription Period, and in such case Code Path shall have no liability whatsoever towards the Customer.
11.4. If Code Path specifies that a modification becomes effective before the next Subscription Period and such modification materially and negatively affects the rights of the Customer under the existing paid plan, the Customer may terminate this Agreement, via email or any other method provided by Code Path, starting with the date the modification enters into force, and in such case the Customer will receive a refund of any prepaid Fees for the remaining period from the termination until the expiration of the prepaid period, this being the only remedy applicable in such case.
11.5. The modifications of the Services may include updates and/or new versions. The updates may include new features, functionalities and/or specifications and/or modifications or improvements of the existing ones, and may not include all the previous features, functionalities and/or specifications. Code Path may, at its exclusive discretion, provide to the Customer the updates and/or the new versions.
11.6. Continued use of the Services after any modification enters into force shall constitute the Customer’s consent to such modification.
11.7. Code Path does not guarantee that it will maintain for a certain period of time the existing plan(s), the structure of the existing Fees or the structure of the existing features and/or specifications of any plan(s), without prejudice to any Fees and features fixed through an Order Form for a certain period.
12. Restrictions
12.1. The Customer is solely responsible for all its activities in connection with the Services.
12.2. Except as otherwise agreed by Code Path, the Customer shall not, and shall not allow any Authorized Users and/or third parties to: (a) reproduce, copy, market, sell, distribute, lease, transfer, (re)export, translate, modify, adapt, disassemble, decompile or reverse engineer the Services or any portions thereof and/or create any derivative works based on the Services; (b) rent, lease, provide access to or sublicense the Services to a third party; (c) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (d) allow any third party to use the Services; (e) use the Services to process any data on behalf of/for any third party; (f) use, remove, deface, obscure or alter copyright notices, trademarks or other proprietary rights affixed to or provided as part of the Services; (g) scrape, crawl or use any automated means to extract data from the Services, other than through the API made available by Code Path; (h) use the Services in any unlawful manner, in breach of section 3 or otherwise in breach of this Agreement; (i) impersonate any person or entity, including any public agency, and/or misrepresent its identity or affiliation, including in order to complete the signup process and/or while using the Services; (j) conduct fraudulent or other illegal activities.
12.3. The Customer must not use the Services and/or any (information from any) result of the Services if the Customer is located in a region where the use of the Services is prohibited by any applicable law, including any sanctions or export control laws.
13. Warranty Disclaimer
13.1. The Customer expressly acknowledges and agrees that the Services (including any Content) are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, and, to the maximum extent permitted by applicable law, Code Path does not represent, guarantee or warrant that the Services comply with the laws of any particular jurisdiction. Code Path makes no warranty, either express or implied, as to the accuracy, usefulness, completeness, fitness for a particular purpose and/or reliability of the Services (including the Content). Code Path makes no representation that the Services or any feature thereof are appropriate or available for use in any particular location and/or for any specific purpose, need or request.
13.2. Code Path does not warrant that the Customer’s use of the Services will be free of problems and/or uninterrupted, will meet the Customer’s requirements, will be free of errors, that any errors or defects will be corrected, or that the Services will be compatible and/or will perform with any software, hardware and/or services of third parties.
13.3. Code Path shall not be liable in any way whatsoever for (any of) the result(s) of the (use of the) Services, including for any decision, evaluation, budget request or communication strategy based on the Content.
13.4. Code Path shall not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications, third-party platforms or other systems outside Code Path’s reasonable control.
13.5. Code Path will not be liable for any failures of the Services or other problems related to any equipment or service outside Code Path’s facilities or control and/or for any harm resulting from the use of the Services and/or from the inability to access, retrieve or otherwise use any Services and/or any (information from any) result of the Services.
13.6. Code Path is not responsible or liable and disclaims any liability or responsibility for the compliance, conformity and/or accuracy of any Content contained in or accessed through the Services.
13.7. Code Path does not represent or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking or other security intrusion, and Code Path disclaims any liability relating thereto.
13.8. Not an emergency system. The Customer expressly acknowledges and agrees that the Services are an analytics and reporting tool and are not an emergency notification, alerting, dispatch or real-time monitoring system. The Services, including the crisis communication tracking features, may display data with delays and must not be relied upon for any emergency response, public safety or operational decision, or in any situation which may lead to death, personal injury or any other damage, regardless of its nature.
13.9. No information, action, omission or recommendation from Code Path or any third parties will represent any guarantee regarding the Services, except as expressly provided in this Agreement.
13.10. The Customer understands and acknowledges that the Content may not be exhaustive and that (the analysis of) the Content is based on what third-party data sources provide to Code Path. The Content is based on publicly available data/content and on data made available through the social networks’ APIs (e.g. Facebook, Instagram and X), and Code Path does not verify and shall not be liable for the accuracy of the data/content provided by such third parties. Benchmarks depend on the peer profiles selected and on the data available for them. The social networks may limit or prevent Code Path from collecting certain Content, and government regulations and/or compliance with applicable laws may prevent Code Path from using certain data/content or providing it to the Customer.
13.11. Certain jurisdictions do not allow the (total) exclusion of certain warranties or limitations of the applicable legal rights; in these cases, the Customer’s rights stipulated by mandatory legal regulations are not affected and the exclusions and limitations above will not apply to the extent forbidden by the legal regulations in force.
14. Limitation of Liability
14.1. To the maximum extent permitted by the legal regulations in force, the Customer expressly acknowledges and agrees that Code Path is not liable for any kind of damages, including direct and/or indirect damages and/or personal injury, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses, resulting from or related to the use of or the inability to use the Services or otherwise, regardless of the method of use and whether Code Path was warned about the possibility of such damages or such possibility was reasonably foreseeable.
14.2. Without affecting the generality of the foregoing, Code Path shall have no liability whatsoever for any use of the Services and/or any (information from any) result of the Services, for any loss resulting from the deletion of any (information from any) result of the Services and/or for any loss or damage resulting from the suspension or termination of the Services or of this Agreement in accordance with its terms.
14.3. Certain jurisdictions do not allow the exclusion or limitation of liability in certain cases or for certain types of damages; in these cases, the Customer’s rights stipulated by mandatory legal regulations are not affected and the exclusions and limitations above will not apply to the extent forbidden by the legal regulations in force. In such case(s), Code Path’s total aggregate liability shall be capped at the maximum amount valid and effective under the applicable law(s) and shall not, under any circumstances, exceed the Fees paid to Code Path by the Customer in the 12 months preceding the event giving rise to the liability.
14.4. To the maximum extent permitted by the legal regulations in force, the Customer expressly acknowledges and agrees that the use of the Services and/or of any Content is done on the Customer’s own responsibility and at the Customer’s own risk.
15. Suspension and Termination
15.1. Either Party may unilaterally terminate the Agreement, solely for convenience, upon 2 days’ prior written notice (which may be sent by email or by any other method provided by Code Path), without fulfilling any other prior formalities. In case the Agreement is terminated for convenience by the Customer and/or is terminated because the Customer has not fulfilled or has inappropriately fulfilled its obligations, the Customer undertakes to pay to Code Path damages equal to the Fees until the expiration of the current Subscription Period or of the period provided in the Order Form, without affecting any other rights or remedies and without prejudice to section 9.3. In case the Agreement is terminated for convenience by Code Path, the Customer will receive a refund of any prepaid Fees for the remaining period from the termination until the expiration of the prepaid period, this being the only remedy applicable in such case.
15.2. Either Party may terminate this Agreement upon written notice (which may be sent by email) in the event that the other Party breaches this Agreement and, to the extent the breach can be cured, fails to cure that breach within 10 days of said notice, without fulfilling any (other) (previous) formalities and without any other judicial or extra-judicial procedure. Code Path has the right to unilaterally terminate this Agreement by written notice sent to the Customer (which may be sent by email), the Agreement being rightfully terminated at the date of the notice or any subsequent date specified therein, without putting the Customer in default, without fulfilling other formalities and without any other judicial or extra-judicial procedure, in case the Customer is in material breach (including any breach of section 3) and/or has not fulfilled or has inappropriately fulfilled any of its payment obligations.
15.3. Code Path has the right to terminate this Agreement upon written notice (which may be sent by email) if there is a request or order from a judicial body or other competent authority in this sense, if any social network restricts or revokes Code Path’s access to data in a manner that makes the provision of the Services impossible, and/or if the provision of the Services to the Customer is or may become unlawful, without any liability whatsoever towards the Customer, except for the refund of any prepaid Fees for the remaining prepaid period.
15.4. Code Path has the right, at its sole discretion, to suspend or limit the Customer’s access to and use of the Services, at any time, with or without (prior) notice, in case the Customer fails to comply with any of the terms of this Agreement (including section 3), in case of a request or order from a judicial body or other competent authority in this sense and/or if the provision of the Services to the Customer is or may become unlawful, without any liability whatsoever towards the Customer.
15.5. Unless otherwise agreed by Code Path, the termination of the Agreement will result in the deletion of the Customer account and of all the Content in the Customer account, without any liability whatsoever of Code Path towards the Customer. The Customer is solely responsible for exporting/downloading any necessary Content (including reports needed for its records retention obligations) before the termination of the Agreement. Upon request sent before the termination, Code Path will allow the Customer to export the available reports within a reasonable period.
15.6. Upon any termination, the Customer’s right to use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.
15.7. Expiration or termination of this Agreement for any reason shall not relieve the Customer of its obligation to pay to Code Path any due amounts.
16. Data Protection Provisions
16.1. In the context of taking steps to conclude this Agreement and/or of concluding and executing this Agreement, each Party will process personal data of the other Party’s representatives, contact persons, Authorized Users and other persons involved in the execution of the Agreement (the “persons involved in the execution of the agreement”), mainly provided, directly or indirectly, by the other Party. The Parties agree the following: A. The Parties undertake to process such personal data only: i) in order to execute the Agreement; ii) in order to comply with legal obligations; iii) for the purposes of the legitimate interests pursued by the respective Party or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject; iv) during the period necessary for the execution of the Agreement and as required by the legal regulations in force; v) in accordance with Regulation (EU) 2016/679 (“GDPR”) and any other applicable data protection laws, including applicable US federal and state privacy laws (together, the “legal regulations for personal data processing”). B. In the performance of this Agreement, the Parties will individually determine the purposes and the means of processing such personal data and shall act as independent controllers. C. Each Party shall inform the persons involved (on its side) in the execution of the Agreement about the disclosure of their personal data to the other Party, the purposes of such disclosure, the retention period, their rights and any other information required by the legal regulations for personal data processing. D. Each Party shall implement appropriate technical and organizational measures to protect such personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, and against all other unlawful forms of processing. E. Each Party shall obtain the consent of the persons involved (on its side) in the execution of the Agreement for the processing of their personal data, to the extent such consent is required by the legal regulations for personal data processing.
16.2. Code Path will process the personal data of the persons involved in the execution of the Agreement and of the Customers that are individuals in accordance with the Privacy Policy available at www.socialhound.io/privacy.
16.3. The Customer shall not upload to or process through the Services any personal data other than the data necessary for the account and the Authorized Users and the official public profiles referred to in section 5.4, and in particular shall not upload any criminal justice information, case data, personal data of victims, suspects or witnesses, or any other sensitive data.
17. Special provisions in case the plan is acquired through a distributor, reseller or partner of Code Path
In case of a plan acquired through a distributor, reseller, marketplace or partner of Code Path (including procurement cooperatives or government purchasing vehicles), the Customer also expressly acknowledges and agrees that: i. The use of the Services and the relationship between Code Path and the Customer, including any of their rights and obligations in connection with the use of the Services, shall be exclusively governed by this Agreement, and Code Path has no other obligations whatsoever towards the Customer than the ones mentioned in this Agreement. ii. The right to use the Services is granted by Code Path to the Customer and not by the distributor/reseller/partner. iii. By signing an agreement for the Services with a distributor/reseller/partner of Code Path, the Customer expressly agrees and undertakes to fully respect this Agreement. iv. The validity period of such plan shall start at the date of receiving an email for such purpose from Code Path (after the distributor/reseller/partner sends the agreed documents and information to Code Path and Code Path creates or updates the Customer account). v. Except as otherwise mentioned by Code Path, the distributor/reseller/partner will provide to the Customer “level one” technical support. vi. Any other services provided by the distributor/reseller/partner to the Customer are its exclusive responsibility, and Code Path has no liability and/or responsibility whatsoever in relation to such services. vii. The payment of the Fees shall be made to the distributor/reseller/partner, in accordance with the agreement between the Customer and such distributor/reseller/partner.
18. Miscellaneous
18.1. The Customer expressly acknowledges and agrees that all notifications, notices, correspondence or other communications between the Customer and Code Path (including the communication of invoices, the Customer agreeing to the use of electronic invoices) will be done electronically. For communications with the Customer, Code Path will use the electronic contact details provided by the Customer when creating/modifying the Customer account, in any Order Form, when paying any Fees or otherwise, and/or communications via the Customer account. The Customer may use for communications with Code Path the email [email protected]. Electronic communications are full means of proof regarding the legal relationships between the Parties.
18.2. The Customer agrees to comply with all applicable laws in its use of the Services. Without limiting the generality of the foregoing, the Customer will not engage in any unsolicited advertising, marketing or other activities using the Services, including any activities that violate any anti-spam laws and regulations.
18.3. If the Customer accesses the Services using credentials provided by a third party (such as a single sign-on provider), the Customer will comply with all applicable terms and conditions of such third party regarding the use of such credentials.
18.4. Subject to section 9.6, the Customer agrees that Code Path may refer to the Customer’s name as one of its customers, including on the Site.
18.5. Except as otherwise expressly mentioned in this Agreement or included in a plan, Code Path expressly disclaims all other obligations with respect to the storage of any Content.
18.6. The Customer is solely responsible for accessing and using (any updates and/or new versions of) the Services.
18.7. Code Path shall not be liable in any way whatsoever for any options/access(es) chosen, given or withdrawn, totally or partially, in connection with any of the social networks and/or for any restrictions and/or information/data provided by any of the social networks, including for any inaccuracies in such data or in case the social networks no longer provide, totally or partially, any data/information in connection with the Services.
18.8. Platform limitations. The Content available for each social network depends on what each platform makes available through its APIs and policies from time to time. Without limitation, certain metrics (such as reach, impressions, views, story or short-form video insights, or audience demographics) may be available only for profiles administered and connected by the Customer, may be available only for limited periods of history, or may not be available at all for peer profiles. Such limitations may change automatically, by the addition of new limitations imposed by the platforms or by the removal of limitations when the platforms allow access to certain data and Code Path implements it.
18.9. Any use of the Services through any API is under the full and exclusive liability of the Customer.
18.10. The Customer undertakes not to use any Services and/or any Content and/or any other result of the Services in a way that would violate the applicable terms, conditions and/or policies of any social network/platform and/or any applicable law or regulation, and undertakes to respect the applicable terms, conditions and policies of such platforms, as they may be updated from time to time, including the Meta Platform Terms and the X Developer Agreement and Policy, as applicable.
18.11. Some parts of the Services may use or include software from third parties and other materials protected by copyright. The licensing conditions, liability limitations and/or conditions of use for such software must be observed by the Customer in addition to the terms of this Agreement.
18.12. Use of the Services may be subject to the export and import laws of different countries. The Customer agrees to comply with all applicable export, import and sanctions laws and regulations and not to export or re-export the Services. The Customer must not, in the use of the Services, violate any laws of the applicable jurisdiction (including but not limited to copyright laws).
18.13. The Services are commercial computer software and related documentation developed exclusively at private expense. If the Customer is an agency of the United States Government, the Services are provided with only those rights set forth in this Agreement, in accordance with FAR 12.212 and DFARS 227.7202, as applicable.
18.14. In case any provision of this Agreement is and/or becomes void, illegal, invalid or inapplicable, it shall not affect the validity or applicability of the other provisions, which shall continue to be in force and produce legal effects as if the void, illegal, invalid or inapplicable provision was not part of this Agreement.
18.15. The Customer is not entitled to assign this Agreement and/or to transfer, in total or in part, any of its rights and/or obligations under this Agreement without the prior written consent of Code Path. The Customer agrees that Code Path may assign (parts of) this Agreement and its rights and/or obligations under it to its affiliates, successors, subcontractors or other providers, in connection with providing the Services, without fulfilling any (previous) formalities.
18.16. The Parties are independent contractors. No partnership, joint venture, employment, franchise or agency relationship is created hereby. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
18.17. To the extent permitted by the laws applicable to the Customer, the Customer will indemnify, defend and hold Code Path harmless from and against any and all claims, complaints, lawsuits, costs, damages, losses, liabilities and expenses arising out of or in connection with any use of the Services and/or any (information from any) result of the Services, any breach or alleged breach by the Customer of this Agreement (including section 3) or of any applicable law, and/or the use of the Customer account, whether or not such use was expressly authorized by the Customer.
18.18. The One-Time Fees and the Subscription Fees are together referred to in this Agreement as the “Fees”, and the one-time plans and the subscription plans are together referred to as the “plans”.
18.19. The Customer understands and expressly agrees with any provisions of this Agreement that might be considered unusual, including the provisions regarding the limitation of liability, the unilateral termination and suspension rights, the automatic renewal and the governing law and jurisdiction.
18.20. In case of any discrepancy between this Agreement and any Order Form or other agreement signed by both Parties for the same purpose and plan, the provisions of the latter shall prevail.
19. Final provisions
19.1. Headings are provided for ease of reference and do not affect in any way the interpretation or performance of this Agreement.
19.2. In this Agreement the plural shall include the singular and vice-versa.
19.3. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
19.4. This Agreement contains all the understandings between the Parties and supersedes any prior understandings, written or verbal, regarding its subject matter, except any Order Form or other agreement signed by both Parties for the same purpose and plan.
19.5. This Agreement will be construed and governed by the Romanian law, excluding its conflict of laws rules, and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any dispute arising out of or in connection with the Services and/or this Agreement, including its conclusion, execution or termination, shall be settled by the competent courts of Romania. Notwithstanding the foregoing, if the Customer is a Public Sector Customer that is required by the laws applicable to it to be governed by the laws and/or courts of its own jurisdiction, this Agreement will be governed by the laws of such jurisdiction and disputes will be settled by its competent courts, only to the extent so required.
19.6. The English version of this Agreement will prevail over any other version in any other language, which will be drafted only for local needs, except where this is forbidden by the local regulations of certain jurisdictions.