Last revision: March 18, 2024
These general terms and conditions of (“Contract”) are entered into between LiberoSocial s.r.l. (“Asters”), with registered office in Affi (VR), Via Crivellin 9Y – 37010, P.IVA 04676140231, in the person of the legal representative pro tempore and the customer, identified with the data provided by filling out the appropriate master data sheet on the Platform, as defined below, of Asters (“Customer”, and together with Asters “Parties”).
Translated with DeepL.com (free version)
Premises and general information
Asters has developed and designed an online digital service accessible via the Internet network in a “Software As A Service” mode reachable at https://asters.ai (“Platform”) that, through the exploitation of artificial intelligence tools, enables the Customer to perform a number of activities in an automated manner on its social networks connected to the Platform (“Social Channels”), by way of example, directly and on its own to manage communication on social networks, search, create and publish content (“Content”), and analyze the performance of Content (“Services”). Unless otherwise specified, the provisions of the Agreement with respect to the Services apply to all Services offered by Asters.
The Services and the Platform are reserved for professional, non-amateur use. The Customer (i) agrees to use them exclusively in connection with its professional activity and otherwise for needs related thereto and, by reason of the foregoing, (ii) the definition of “consumer” and all that derives therefrom set forth in the Consumer Code or other legislation dedicated to consumers will not apply.
The Services are usable by the Customer upon reading in all its parts and specific acceptance of the Contract. Subsequent changes made by Asters to the Contract shall be deemed to be expressly accepted by the Customer against the use of the Services, and for this reason the Customer undertakes to consult this section regularly in order to take note of any changes to the Contract.
Section 1: Terms of use of the service
1.1 – Description of services
Once the Social Channels are connected to the Platform, the Customer will be able to take advantage of the following Services:
- Data Retention: a service that, via Application Programming Interface (“API”), allows for the collection of a range of information related to posts made by the Customer on Social Channels connected to the Platform, such as, but not limited to, data metrics (so-called “analytics”) and tone of voice, to create a history of Customer information. This information is then saved and stored in a special database, for a period of time defined between Asters and the Customer. In the event of termination of the Contract for any reason whatsoever, the Customer shall have the right to request Asters to permanently delete such information and, in such case, the Customer acknowledges and agrees that Asters i) shall have 120 (one hundred and twenty) days to complete the deletion and ii) cannot guarantee that the deletion of the Customer’s information will consequently result in the elimination of the re-processing of information carried out by Asters in aggregate form (e.g., to create statistics or surveys on specific industries) where the individual information pertaining to the Customer is, however, no longer identifiable as such;
- Discover: a service that, via API, analyzes over 60 thousand RSS feeds to show within the Platform the most relevant web articles according to the search made by the Client via the Platform. All articles shown to the Customer are exclusively those within the RSS feeds chosen by Asters. The Customer will be able to access the full content of the articles exclusively by visiting the source and in accordance with the provisions on the latter’s site. Asters has no relationship with the sources of the RSS feeds or the individual links contained therein, therefore, nothing can guarantee the content and updating of the RSS feeds and the individual links contained therein;
- Brand Voice: a service to generate texts through the inclusion of keywords chosen by the Client that reflect the Client’s tone of voice and style on Social Channels;
- Autopilot: a service that, through the aid of the “Zapier” platform, allows the Customer to create automated workflows that include, by way of example, the automatic publication of posts on the Customer’s Social Channels. Since this is a platform owned by a third party other than Asters, in order to take advantage of Autopilot, the Customer will necessarily have to create an account on the “Zapier” platform and pay any amount due for its use to the owner of the platform. Once the account has been created on the “Zapier” platform, the Customer may request Asters to obtain the integration of the service on the Platform (including by e-mail) and Asters will provide the Customer with all information regarding this process and the related costs since it is not a Service automatically included in the Subscription, as defined below.
1.2 – License to use the services
By entering into the Agreement and upon proper and full payment of the subscription formula agreed between the Parties (“Subscription”), Asters grants the Customer a limited, non-exclusive license to use the Services through the Platform.
1.3 – Customer access to services
Access to the Services may be performed with authorization and authentication credentials provided by Asters to the Customer, which must be kept and used under the sole responsibility of the Customer. In particular, the Customer undertakes to keep the alphanumeric access codes (“Username” and “Password”) with the utmost confidentiality, for which he/she will be exclusively responsible, also with reference to any damage caused by unauthorized third parties who may access his/her account.
The Customer may invite its employees/collaborators on the Platform – who upon registration will receive their own Username and Password – to use on behalf of, on behalf of and for the benefit of the Customer the Services, it being understood that the Customer will be solely responsible for the actions of the aforementioned individuals on the Platform and in general for the use of the Services in compliance with the Agreement, indemnifying and holding Asters harmless from any and all prejudicial consequences arising from the foregoing and, more generally, from the use by third parties authorized by the Customer (and with whom Asters does not have and will not have any contractual relationship) of the Platform and the Services.
Il Cliente, anche per conto dei propri dipendenti/collaboratori, si impegna a:
- Immediately notify Asters of any theft, loss, loss or appropriation for any reason, by third parties, of the Username and/or Password;
- Change the Password at least once every six months;
- Always provide information and references (e.g., e-mail address and contact information) that are true, current, complete, and accurate;
- Promptly notify Asters in the event of unauthorized use of or access to the Platform or Services and its functions or any breach of the Platform’s security measures.
- Circumvent or tamper with access and authentication to the Platform and Services in any manner such as, but not limited to, through hacking, “password mining” or any other illegal means;
- Decode, disassemble, decompile, or attempt to identify the source code or algorithms underlying all or part of the Platform and Services;
- Modify and/or create derivatives of any part of the Platform and Services;
- Use any “deep-link,” “page-scrape,” “robot,” “spider,” or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any part of the Platform and Services, or in any way reproduce or circumvent the navigational structure or presentation of the Platform and Services to obtain or attempt to obtain any material, document, or information through any means that is not intentionally made available through the Services;
- Probe, examine, or test the vulnerability of the Platform and Services or any network connected to them, or breach security or authentication measures;
- Take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Platform, the Services, or any system or network connected to them;
- Use a device, software, or routine to interfere or attempt to interfere with the proper operation of the Platform and Services;
- Use the Platform, Services or Content for purposes that are illegal or prohibited by the Agreement and/or applicable law.
1.4 – Methods of using the services
The customer acknowledges and agrees that:
- There is no agreement of any kind between Asters and social networking platforms or other software related to or otherwise necessary for the Services (by way of example, RSS Feed providers or “Zapier”);
- Social network platforms could at any time disrupt and/or modify the API and this could limit, alter or even inhibit the Client’s operation of the Services without any liability for Asters resulting from this;
- The Services do not store passwords to the Client’s Social Channels, but use an access token that is returned by the social networks each time the Client authenticates with them through a browser. A valid access token is essential to access the Social Channels API. Because of the above, Client acknowledges and agrees that an access token may be invalidated for the following reasons:
a) the Client changes their password on the Social Channel
b) the Customer, through the Social Channel, removes the access authorization to the application
c) according to the policies of each Social Channel, the access token may be invalidated after a certain period of time – so-called expired account
d) for other reasons determined by each Social Channel
e) if the access token has expired for the reasons listed in a, b, c above, a new one can be requested through the reconnect function at the Social Channel; - All correspondence pertaining to the Services between the Client and Asters may be recorded and archived and will be valid evidence in the event of disputes pertaining to the relationship between Asters and the Client.
1.5 – Contents
Within the scope of the Services, Customer is solely and exclusively responsible for uploading any and all materials, including but not limited to photographic, graphic or textual documentation, for the creation of Content.
Asters disclaims any and all liability with respect to the Content created and/or posted by the Customer and shall not be liable in any capacity for any damages caused directly or indirectly through the use of the Content within the scope of the Services.
As part of the Services, Customer acknowledges and expressly agrees that Asters may store Customer’s Content for a period of 30 (thirty) days, unless otherwise agreed in writing between the Parties, and Customer may request Asters to restore and/or retrieve Content uploaded and subsequently deleted by Customer from its account during the aforementioned period of time. In the event that the Customer’s request for restoration/recovery is sent after the aforementioned time period, or in any event after the different time period agreed upon in writing between the Parties, the Customer acknowledges and accepts that Asters will not be able to recover and provide the Content requested by the Customer (as it has been permanently deleted from Asters’ servers), hereby waiving as of now the Customer’s right to any claim in this regard against Asters, including by way of reimbursement or compensation.
Notwithstanding the foregoing, Asters reserves the right to verify, at any time and without prior notice, the compliance of the saved files. Asters, at its sole discretion, without prior notice and without refund of the unused period, may suspend the provision of the Services in the event that the aforementioned files are found to be larger than the maximum allowed size or if they contain:
- Obscene, pornographic or child pornographic content;
- Content that is offensive, immoral or infringes on the rights of third parties;
- Content that incites violence, hatred or with purposes contrary to public order;
- Content protected, even in part, by copyright;
- Content that concerns or promotes services or goods that are illegal in the country of receipt and/or origin of the posts or otherwise contrary to Italian law.
- Asters makes no warranties about the originality and protectability of the Content and the absence of risk of receiving third-party challenges to its use;
- Is and will remain responsible for the uses made of the Services and Content, as well as changes made to the Content.
1.6 – Ways of deletion of client’s information
Except as provided elsewhere in the Contract, after 120 (one hundred and twenty) days have elapsed from the date of expiration or termination of the Contract for any cause, Asters shall have the right to delete the information stored in the Services on behalf of the Customer. Such information will be available to the Customer for the period indicated above using the normal functionality of the Services.
Section 2: Intellectual and industrial property
“Intellectual Property Rights” means any intellectual and industrial property rights such as, but not limited to, copyrights, trademarks, patents, designs, trade secrets, know-how.
Intellectual Property Rights in the Platform, Content and Services are the exclusive property of Asters.
The Intellectual Property Rights to the inputs entered into the Platform by the Customer are and remain with the Customer, who grants Asters a license exclusively to generate what is requested by the Customer, it being understood that the aforementioned inputs may be used by Asters exclusively in aggregate form (by way of example, to create statistics or surveys on specific sectors) where the individual information pertaining to the Client is, however, no longer identifiable as such and, in relation to such eventuality, Asters may not proceed to any cancellation/removal of the Intellectual Property Rights even following the termination for whatever cause of the Contract with the Client.
Notwithstanding the foregoing, Asters, upon proper and full payment of the Subscription, grants the Customer a non-exclusive, perpetual, worldwide license to use the Intellectual Property Rights to use the Content also for promotional or advertising purposes.
Section 3: Contract duration
The Agreement shall be for a term equal to the term of the Subscription chosen and paid for by the Customer and shall become effective on the date of activation or renewal of the Subscription.
The Subscription will automatically renew for the term chosen by the Customer through the Platform or other written agreement with Asters. Unless otherwise agreed in writing between the Parties, the Customer may avoid the automatic renewal and/or terminate the Subscription by sending appropriate written notice to Asters at least 60 (sixty) days in advance, in the manner agreed between the Parties. Notwithstanding the foregoing, the Customer acknowledges and agrees that no refund, even in part, will be given to the Customer for the period of time already paid but not used for the Subscription. Unless otherwise agreed upon in writing between the Parties, the Customer shall have a free trial period (“Trial”) of 14 (fourteen) days commencing from the first subscription of the Subscription, during which the Customer may freely withdraw from the Contract without incurring any cost. Once the Trial has expired, the Customer will be required to pay the Subscription for the entire period selected being excluded any hypothesis of withdrawal or early termination in favor of the same.
Notwithstanding the foregoing, the Customer acknowledges and expressly agrees that employees/collaborators invited by the Customer to use the Services are not granted any Trial, as the employees/collaborators use the Services by reason of the Subscription subscribed by the Customer.
Section 4: Subscription
The Customer agrees to pay the cost of the Subscription in the manner and under the terms agreed upon in writing between the Parties.
The Customer acknowledges and agrees that:
- The Subscription shall automatically renew for the period of time agreed upon between the Parties, unless terminated as indicated in the preceding article;
- In the event of non-use of the Services, shall not be entitled to claim a refund of the Subscription in whole or in part for the period not used, the Customer hereby waiving as of now any claim in this regard, including by way of reimbursement or compensation;
- If the Customer fails to pay what is due, the Services will be immediately suspended until full payment of the amount due, subject to Asters’ notification, including by e-mail. If the Customer fails to remedy the default within 30 (thirty) days of Asters’ request to regularize the payments, Asters may terminate the Contract, waiving as of now the Customer to any claim in this regard against Asters, even by way of reimbursement or compensation;
- The cost of the Subscription may be subject to change at the time of renewal and, in such cases, the Customer will be promptly informed by Asters, including by e-mail; exclusively in this case, the Customer may cancel the Subscription within the term indicated by Asters in the aforementioned notice. In case of failure to cancel, the amount indicated for the renewal of the Subscription will be due in full;
Section 5: Limitation of liability of Asters
5.1 – Services and content
Except in cases of willful misconduct or gross negligence, Asters shall be exempt from any liability in connection with the provision of the Services and/or Content, as well as in connection with the use of the same and/or the possible deletion and/or total loss of the information on the Platform.
The Customer shall be solely responsible for the information and materials (without limitation, photographs, logos, trademarks, images, text, movies, audio files, documents, graphics, schematics, designs, etc. ) uploaded to the Services for the use of the same and/or for the creation of the Content, assuming all responsibility with regard to their content, any infringement of third party rights (including, by way of example, copyrights) and the disclosure of personal and/or sensitive data, and undertaking in any case to indemnify and hold Asters harmless from any claim for damages or other claims made by third parties. By reason of the foregoing, any economic claim made against Asters and/or the Customer by reason of what is uploaded and produced with the Platform and Services, as well as any violation by the Customer of the Contract and regulations, shall be borne exclusively by the Customer, without prejudice to any right of Asters in this regard, including to act for damages.
Asters shall not be liable to the Customer and to third parties for any damages, including indirect damages, caused by the inability to use or access the Platform, Services and/or Content, loss or alteration of data, profits, clientele, business interruption or the like; the Customer agrees to indemnify and hold Asters harmless from any compensatory or other claims made by third parties.
Notwithstanding the foregoing, Customer i) acknowledges and agrees that Asters assumes no responsibility for the reworking of Customer’s data and materials, as well as the provision of Content and any reworking thereof as well as the Customer’s choice of RSS Feeds within the scope of the Services and the use of the “Autopilot” feature, and ii) agrees to indemnify and hold Asters harmless from any indemnification or other claims made by third parties, including resulting from any automatic publication of Content within the scope of the Services, expressly accepting the risks associated with the use of artificial intelligence tools.
5.2 – Malfunctions and disruptions
The Customer acknowledges and agrees that:
- Asters will not be responsible for inefficiencies, interruptions of the Platform and/or the Services and/or damages attributable to force majeure and/or third parties other than Asters that prevent in whole or in part the fruition of the Services and/or Content (by way of example only, malfunctions caused by technical problems, servers, routers, telephone lines, telematic networks);
- Asters shall not be liable for anything concerning data loss, accidental dissemination of personal or sensitive data and any other type of damage occurred as a result of attacks by hackers, thieves, hackers, viruses, etc, nor malfunctions of the Platform and/or the Services caused by non-conformity and/or obsolescence of the equipment with which the Customer or third parties are equipped, or determined by the evolution and/or development of the technologies used, as well as malfunctions resulting from the impossibility or difficulty of carrying out the ancillary services arising from the responsibility of the operators of telephone lines, electricity and global and national networks, by way of example, as a result of failures, overloads, interruptions, etc;
- Asters shall also not be liable for any conduct or omissions of third parties that impair the operation of the Platform and/or the Services, including, but not limited to, slowdowns in speed or failure of telephone lines and processors that handle telematic traffic between the Customer and the Services as well as malfunctions of third-party providers such as “Zapier.”;
- Updates to the Platform (including the addition, modification, or removal of functionality, features, or content) are made at the sole discretion of Asters which decides the manner, amount, and timing of such updates. The Customer waives any claims inherent in malfunctions and interruptions that may be related to the aforementioned updates, which, where possible, will always be pre-announced by Asters.
Section 6: Customer representations, warranties and responsibilities
6.1 – Ensuring the accuracy of information
The Customer represents and warrants:
- That all information provided by the Client to Asters is true, complete, correct, and up-to-date, including the data entered into his/her account for use of the Services;
- To be entitled to authorize, and to authorize Asters to exercise all rights necessary to fully execute the Contract;
- To own and/or otherwise validly dispose of the information and materials uploaded to the Services for the use of the Services and/or the creation of the Content.
6.2 – Responsibility for published information
The Client remains solely responsible criminally and civilly in relation to information posted through the Services, including within the scope of the Content and if posted/uploaded by its employees/collaborators.
6.3 – Responsibility for use of the services and content
The Customer acknowledges and accepts that the use of the Services and/or Content will take place in compliance with the provisions of the Contract, in full autonomy and that, as a result, the Customer will be solely and solely responsible for such use, waiving as of now the Customer to any claim in this regard against Asters, even by way of reimbursement or compensation.
Asters and its employees and/or collaborators do not assume any liability in connection with the use of the Services and/or Content by the Customer and, to this end, the Customer undertakes, also on behalf of third parties, to indemnify and hold harmless Asters, as well as its employees and collaborators, from any damage or prejudice, whether contractual or non-contractual, that may arise, directly or indirectly, from the manner of use of the Services and/or Content and, in general, from the performance of the Contract by the Customer.
These provisions shall remain valid and effective even after the termination of the effects of the Contract for any cause whatsoever.
6.4 – Servizi di terze parti
In the event that the Customer uses features of the Service made available by third parties, including network operators and publicly or privately provided API (Application Programming Interface) services, the following conditions will apply:
- Asters permits access to these features with the understanding that they are subject to terms, conditions and limitations imposed by the relevant providers and that in no event will Asters be liable for their failure or improper functioning. The Customer is obligated to comply in all respects with the Terms of Service of supported third-party Services, such as:
- YouTube’s Terms of Service published on www.youtube.com/t/terms
- Facebook’s Terms of Service published on https://www.facebook.com/terms.php and
https://www.facebook.com/page_guidelines.php - Instagram’s Terms of Service published on https://help.instagram.com/478745558852511
- Twitter’s Terms of Service published on https://twitter.com/en/tos
- LinkedIn’s Terms of Service published on https://www.linkedin.com/legal/user-agreement
- Google’s Terms of Service published on https://support.google.com/business/answer/7667250
- or any Terms of Service issued by any social network or third party service that you may operate using the Service.
- Asters’ use and transfer to any other app of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements and no user data is shared to train AI models;
- In the event that the third party changes, suspends, or discontinues the provision of such features, Asters may consequently change, suspend, or discontinue access to such services, without notice and without obligation to refund for partial or unused months of the Service due to these causes;
- Additionally, Asters will be authorized to suspend the use of the Service that is directly dependent on services offered by such third parties.
In any case, this is without prejudice to Asters’ right, where necessary, to use different suppliers in order to ensure the functionality of the Service. In this regard, The Customer authorizes Asters to provide these third parties with all necessary information.
Section 7: General provisions
7.1 – Aggregated data
Asters is the owner of all Intellectual Property Rights pertaining to statistical information, data and related analysis in aggregate form, resulting from Customer’s use of the Services. Such data in aggregate form does not include personal data and the Customer expressly authorizes Asters to use the same for the purpose of improving the functionality of the Services, i.e., for purposes of publishable statistical information always in aggregate form (by way of example, definition of market trends or usage scenarios broken down by sector), to be used for purposes of internal study and training, as well as for the purpose of promoting its activities by all existing means, such as, by way of example, publication on its website and for all purposes associated with external presentations also to potential customers, including participation in calls for tenders, competitions and industry events.
7.2 – Advertisement
Customer authorizes Asters’ use of its name and logo in presentations, marketing materials, customer lists, financial reports.
Subject to the provisions of Article 2 of the Contract above, Customer’s use of the logo, trade name, and any other distinguishing marks relating to Asters and the Services must be requested in advance by Customer and authorized in writing by Asters. Upon termination of the Contract for any cause whatsoever, the Customer agrees to immediately cease use of all Asters’ materials, as well as to immediately return or destroy (giving written proof to Asters), upon Asters’ simple request, such materials still in its possession, waiving as of now the Customer’s right to any claim in this regard against Asters, even by way of reimbursement or compensation.
7.3 – Assignment of contract
The Customer hereby authorizes Asters to assign or otherwise transfer to third parties the rights and obligations contained in the Contract. The Customer acknowledges and agrees that it shall not assign or otherwise transfer to third parties the rights and obligations contained in the Contract except with the prior written authorization of Asters.
7.4 – Validity of amendments and/or additions to the contract
Asters may unilaterally modify the Contract. Acceptance of any changes by the Customer will take place through the Customer’s subsequent use of the Service. In the event that the Customer does not intend to accept the above changes and/or additions, the Customer shall notify Asters and the Parties will come to an agreement regarding the continuation of the relationship or its termination.
7.5 – Validity of contract clauses
The clauses of the Contract are understood to be accepted by the Customer even in the case of non-paying and/or temporary use of the features provided in any capacity by Asters.
7.6 – Tax charges
Any tax burden arising from the execution of the Contract, including any taxes for advertising activities, shall be borne by the Customer.
7.7 – Applicable law and jurisdiction
The Contract shall be governed by and construed in accordance with Italian law, and the Parties expressly agree that any dispute concerning the validity, effectiveness, interpretation and performance of the Contract shall be submitted to the exclusive jurisdiction of the Court of Verona.
7.8 – Final clauses
Without prejudice to any contracts entered into between the Parties outside the Platform, the Contract abrogates and supersedes all agreements, understandings, and negotiations, written or oral, previously entered into between the Parties and concerning the subject matter thereof.
The failure of either Party to promptly perform the rights granted to it by one or more of the clauses set forth in the Contract shall never be construed as a general and tacit waiver of the rights and duties set forth in the clause, nor shall it prevent such Party from subsequently requiring prompt and strict compliance with all contractual provisions.
Should one or more clauses of the Contract be declared null and void or ineffective by the competent judicial authority, the remainder of the Contract shall continue to be valid between the Parties, and the Parties agree to find the best formula to replace what is subject to the aforementioned declarations of nullity or ineffectiveness.