Terms of use

3 Giugno 2022 2022-11-15 1:11

Terms of use

Last revision: November 14, 2022
The present Contract (hereinafter referred to as the “Contract”) is entered into in Italy between LiberoSocial s.r.l. (hereinafter referred to as “Asters” or “Supplier” ), VAT number 04676140231, with registered office in Via San Martino 26, 37013 Caprino Veronese (VR), in the person of the Legal Representative pro tempore and the Customer (jointly the “Parties”), identified with the data provided by filling in the appropriate master data sheet, (hereinafter referred to as the “Customer” or “User”).
Premises
  • Asters is a company specializing in the field of digital communication and in particular Social Media Management;
  • Asters has developed and designed an online digital service accessible through the Internet network in a “Software As A Service” mode that allows the user to directly and independently manage social network communication (hereinafter “The Service”);
  • The Service can be used through the website https://asters.ai, which is reserved for professional users; the Customer agrees to use it exclusively in connection with his or her professional activity and in any case for needs related to it.
The Service shall be usable by the Customer upon reading in all its parts and specific acceptance of the following Terms of Use. Subsequent changes made by the Provider to these Terms of Use shall be expressly accepted by the Customer through continued use of the Service. This being the case, the Parties agree and stipulate as follows.
Section 1: Definitions
For the purpose of interpreting this contract, the meaning to be given to recurring terms is indicated below:
Users or Customers – Those who access the Service through an online enrollment process having provided identification and access information (Username and Password). Authorized users may include employees, consultants, contractors, agents or designees;
Date of activation – the date communicated by Asters to the Customer upon activation of the Service following a remote online order (e-Commerce), via Internet connection;
Intellectual Property – identifies any intellectual property right governed, from time to time, by patent, semiconductor chip protection, copyright, trade secret, trademark, and any other registered and unregistered intellectual property right, as well as any applications, renewals, extensions, reintroductions, and reinstatements, in force throughout the world.
Section 2: Terms of use of the service
2.1 – License to use the service

Asters, subject to the terms and conditions of this Contract, will provide the Customer with a limited, non-exclusive license to use the Service through a SAAS (Software-as-a-Service) application made available on the Internet, which allows the management of Social channels and to take advantage of related features.
By express contractual provision, the Service is reserved for professional users and consequently the regulations of the Consumer Code do not apply to this Contract. The Customer will be guaranteed an initial free trial period (Trial) during which he/she will be able to test the Service and during which he/she will be able to withdraw at any time, without any commitment or cost.

2.2 – Customer access to the service
Access to the Service will be guaranteed by means of a Reserved Area accessible with authorization and authentication credentials attributed to the Customer, kept by him and used under his sole responsibility. In particular, the Customer undertakes to keep with the utmost confidentiality the alphanumeric access codes (called “Username” and “Password”) for which he/she will be exclusively responsible, also with reference to any damage caused by the use of login and password by unauthorized third parties. However, the User agrees to:
  • Immediately notify the Supplier 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 by choosing the Password item from the Restricted Area within the Service;
  • Both during registration, and through the Restricted Area within the Service, to provide current, complete, and accurate information and references (especially email address).
It is explicitly forbidden to:
  • Fix or tamper with access and authentication to the Service;
  • Decode, disassemble, decompile, or attempt to discover the source code or algorithms underlying all or part of the Service;
  • Modify or create derivatives of any part of the Service;
  • 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 Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not intentionally made available through the Service;
  • Attempting to gain unauthorized access to any part or functionality of the Service, or other systems or networks connected to the Service or any of Asters’ servers, or any of the services offered by Asters, by hacking, “password mining” or any other illegal means;
  • Probe, examine, or test the vulnerability of the Service or any network connected to the Service, nor breach security or authentication measures on the Service or a network connected to the Service;
  • Take any action that imposes an unreasonable or disproportionate load on the infrastructure of the Service or systems or networks of Asters, or any system or network connected to the Service or Asters;
  • Use any device, software or routine to interfere or attempt to interfere with the proper functioning of the Service or any transaction conducted on the Service, or with the use of the Service by any other person;
  • Use the free version of the Service (Free Plan) through multiple accounts attributable to the same user; Use the Service or any Content for purposes that are illegal or prohibited by this Agreement.
The User shall promptly notify Provider in the event of unauthorized use of or access to the Service and its functions, or any breach of security. The Provider shall not be liable for any damages or disruptions resulting from unauthorized use and access made through the alphanumeric codes assigned to the User.
2.3 – Methods of using the service

Access to social networks is through API (Application Programming Interface) services provided publicly by them. In this regard, the following is specified:
a. There is no type of agreement between Asters and the social networks used. The aforementioned social networks could at any time discontinue or modify the APIs and this could consequently limit, alter or even inhibit the operation of the social channel to that specific social network;
b. By using scheduled postings, it is possible that a feature available at the time of scheduling may not function properly at the time of posting if a change in the API has occurred in the meantime;
The Service does not store any user-managed social network passwords, instead it uses an access token that is returned by the social networks each time the user authenticates with them via a browser. A valid access token is essential to access the social network APIs.
The access token can be invalidated for the following reasons:
a. the User changes his/her password on the social network;
b. the User via social network removes the access authorization for the application;
c. according to a policy of the individual social network the access token may be invalidated after a certain period of time (“expired account”);
d. for other reasons determined by the social network;
If the access token has expired for the reasons listed in points a, b, c above, it is possible to request a new one via the channel reconnect function on the Service.

2.4 – Contents
Photographic, graphic or textual documentation for the creation of content is the sole responsibility of the User. Asters disclaims any responsibility for the content posted by the User and is not liable in any capacity for damages caused directly or indirectly through the use of the services provided. Uploaded images and/or documents will be archived and made available unless otherwise provided by the User. Asters reserves the right to verify, at any time and without prior notice, the compliance of the saved files. Should said files be larger than the maximum size allowed or otherwise fall into one of the following cases at the sole discretion of the Provider:
  • Obscene, pornographic or child pornographic content;
  • Content that is offensive, immoral or infringes on the rights of others;
  • 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;
The publication service will be suspended without the need for any notice and without any refund for any unused period.
2.5 – Ways of deletion of customer data
After 120 (one hundred and twenty) days from the date of expiration or termination of the Contract for any cause, Asters shall have the right to delete the data stored in the Service on behalf of the Customer. Such data will be available to the Customer for the period indicated above using the normal functionality of the Service. In case of suspension of access to the Service due to administrative irregularities, the Customer will be able to access only after regularizing its position.
Section 3: Ownership and trademarks
3.1 – Ownership of the service
The Intellectual Property of the Service, the asters.ai domain, the software, and ownership of all rights pertaining thereto rests with Asters. Unauthorized copying and dissemination in violation of Intellectual Property rights is prohibited.
3.2 – Sublicensed use

In the hypothesis of sub-licensing access to the Service, the Customer will be solely responsible for compliance with the provisions and obligations of this Agreement also by the parties to whom the use has been granted, with respect to whom no direct contractual relationship will be established. In any case, the Terms of Use of the Service shall be made the subject of specific acceptance by each user.
In the case of sub-licensed use, it will in any case be the Customer’s burden and responsibility to comply with the regulations on the processing of personal data by the users, including through the adoption of appropriate organizational arrangements.
In any case, the Customer undertakes to indemnify and hold Asters harmless from any prejudice it may suffer as a result of the conduct, default or violation of the sub-licensees.

Section 4: Economic terms and contract duration
4.1 – Start, duration and termination of the contract
The Contract is for a fixed term due to the minimum term and associated usage fee chosen by the Customer (by way of example but not limited to 1 or 12 months). The term shall commence on the Activation or Renewal Date. The expiration date (meaning also the one following the first one following renewal) is highlighted in the Reserved Area. The Contract is understood to be automatically renewed for an equal duration (e.g., 1 or 12 months, etc.) in the absence of cancellation, which the Customer may exercise up to the expiration date of the Contract through the special feature made available in the Reserved Area. During the initial free trial period (Trial) and in any case no later than 14 (fourteen) days from the date of subscription to the Service, the Customer may exercise termination of the Contract freely, at no cost and at any time, without prejudice to the right to reimbursement of any amount already paid. Notwithstanding the foregoing, any other form of withdrawal from the Contract is expressly excluded. Asters reserves the right not to proceed with the publications, by the Client, by means of the Service through social channels, in the event that the same programming, although beginning during the period of validity of the Contract, extends beyond the expiration of the same.
4.2 – Billing fee and payments
For the use of the Service, the Customer is obligated to pay a periodic fee in the manner indicated in the “Online” order for the purchase completed remotely via E-commerce site, except for the use of any initial free trial period (Trial). Payment may be made by credit card. The recurring payment mode will be activated, which provides, on the renewal date, the automatic pre-authorized debit of the amount corresponding to the use of the Service and the options already activated for a period of equal duration, unless cancelled to be exercised by the Customer within the Reserved Area. In case of upgrade from a current Plan to a higher one (or in case of adhesion to a promo of the same Plan) the months not consumed will not be recoverable or cumulative. There are no refunds for unused days/months of Service. If at the automatic renewal of the Contract the pre-authorized debit should fail for any reason (by way of example but not limited to: expired credit card or lack of necessary funds) this will result in the immediate blocking of the functionality and the simultaneous notification of non-payment within the Reserved Area. In the event that the Customer fails to pay the fee as agreed above Asters may, at its sole discretion and at any time, disable the publishing function, subject to notification in the dashboard and via email. After 5 (five ) calendar days have elapsed without the Customer having paid the balance, Asters will be authorized to downgrade to the free version and delete all subsequent data present. The periodic fee for the Service and related options may be subject to change effective from the next renewal. In the event of an increase, Asters will inform the Customer with notice of at least 10 (ten) days before the chosen expiration date, by email to the Customer’s email address identified in the master section present in the Reserved Area. The new rates will be applied from the date of renewal of the Contract and will be maintained unchanged at least for the next contractual period. If the Customer does not intend to accept the new rates, he/she may exercise cancellation in the terms and manner provided; failure to cancel will be considered as unconditional acceptance by the Customer of the new rates, which will therefore be legitimately applied from the renewal date.
Section 5: Exclusion of warranties

Without prejudice to liability for willful misconduct or gross negligence under Article 1229 of the Civil Code, Asters shall be exempt from any liability with regard to what is contained in the Service, with regard to its use and also with regard to any total or partial deletion and/or loss of data. The Customer retains full ownership of the data published, (by way of example only, photographs, logos, trademarks, images, text, movies, audio files, documents, graphics, diagrams, projects, etc.) assuming all responsibility with regard to their content, any violation of copyrights and the disclosure of personal and / or sensitive data, obligating himself in any case to hold Asters harmless from any claim for damages or other claims made by third parties. 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 Service, loss or alteration of data, profits, customers, business interruption or the like; the Customer therefore undertakes to hold Asters harmless from any claim for compensation or other claims made by third parties. Asters cannot be held liable either for disservices, service interruptions and/or damages attributable to force majeure and other unforeseeable events that may prevent in whole or in part the fruition of the Service, nor for brief malfunctions of the services caused by technical problems on machinery, servers, routers, telephone lines, telematic networks, etc. owned by it or by companies selected to offer the services. Neither malfunctions of the services, loss of data, accidental dissemination of personal or sensitive data and any other type of damage occurring as a result of attacks by hackers, thieves, hackers, viruses, etc., nor malfunctions of 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, are attributable to Asters. Updates to the software of the Service (including the addition, modification, or removal of functionality, features, or content) are the sole responsibility of the Provider, which decides the manner, amount, and timing of such updates. The Customer declares that he/she is aware that updates may result in momentary unavailability of the Service.

Section 6: Representations, warranties, liabilities, and limitations
6.1 – Ensuring the accuracy of customer information
The Customer represents and warrants: (i) that all information provided by the Customer to Asters is complete, correct and up-to-date, including the data entered in the appropriate “Account” menu, available within the Reserved Area of the Service; (ii) to be entitled to authorize, and to authorize Asters to exercise all rights necessary to fully execute this Agreement. Nothing in this Article shall limit or exclude the liability of either Party for willful misconduct or gross negligence, subject to the exceptions set forth in this Agreement. All correspondence between Customer and Asters, including its employees, may be recorded and archived.
6.2 – Responsibility for published information

In view of the nature and characteristics of the Service and its operation, the Customer, also in its capacity as the party responsible for the act of its employee, clerk or auxiliary pursuant to Articles 1228 and/or 2049 of the Civil Code, undertakes to fully indemnify and hold Asters harmless in the event that the latter is requested or required, directly or jointly and severally, either extrajudicially or judicially, to pay amounts, by way of example but not limited to, as compensation for damages, indemnification, penalties (criminal, administrative tax or other) in connection with the content of communications and information transited or otherwise transmitted through the Service, the legitimacy of the same, as well as the conduct of the Customer, its personnel, employees, collaborators, end customers, or in any case of any person for whose actions the Customer is held accountable by provision of law or contract.
The Client shall remain solely criminally and civilly liable in connection with the information posted through the Service offered by Asters.

6.3 – Responsibility for published information

The Customer agrees to fully indemnify and hold Asters harmless from and against all damages, losses, liabilities, costs, charges and expenses, including any attorneys’ fees, which may be suffered or incurred by Asters or of which Asters is the subject of a claim for payment, and which would not have been so suffered or incurred or claimed if:
(i) Customer had performed its obligations under this Agreement, and
(ii) the representations and warranties made by Customer in entering into this Contract had been true, correct, complete and not misleading.
The Customer further agrees to fully indemnify and hold Asters harmless from and against all damages, losses, liabilities, costs, charges and expenses, including any legal fees that may be suffered or incurred by Asters or for which Asters is required to pay, however connected with the submission of information contained within the Customer’s messages, including in the event of damages claimed by third parties for any reason whatsoever.

6.4 – Responsibility for service use
The Customer acknowledges and recognizes that the use of the Service will take place, in compliance with this Contract, in full autonomy and that, consequently, the Customer will be exclusively and directly responsible for it. The Customer undertakes to communicate and have its employees, and all those who will in any case have access to the Service by virtue of the existing relationship with the Customer, sign an undertaking to observe the obligations arising from this Contract, making sure in all cases that they are aware of them and undertaking to do everything possible to ensure that said obligations are punctually observed. Asters and its employees and/or collaborators assume no liability in connection with the Customer’s use of the Service, and to this end the Customer irrevocably undertakes, expressly releasing third-party beneficiaries from the burden of declaring that they wish to take advantage of it, to fully indemnify and hold harmless Asters and its employees and collaborators from any damage or prejudice, whether contractual or non-contractual, that may arise, directly or indirectly, from the Customer’s manner of use of the Service and execution of this Contract. These provisions shall remain in force and effect even after the termination of the effects of this Contract, for any cause whatsoever, including expiration of terms, termination or withdrawal herefrom.
6.5 – Failures due to external events
Asters shall not be held liable in any way for the malfunctioning of the Service or the inability or difficulty in performing ancillary services resulting from the liability of the operators of telephone lines, power lines, and global and national networks, including but not limited to, as a result of failures, overloads, outages, etc.
6.6 – Force majeure
Asters shall not be held liable in any way for non-performance of this Contract that arises from causes beyond its reasonable control or from force majeure or fortuitous events, such as, but not limited to, civil commotion, acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides, and mudslides.
6.7 – Interruptions for exceptional events

Asters is committed to maintaining the efficiency and functionality of the Service; should it be forced to interrupt its use due to exceptional events or maintenance, it will contain such interruptions or suspensions as quickly as possible, providing timely updates to the Customer.
Asters will define the appropriate access procedures and reserves the right to improve them at any time; it will also provide the Customer, upon the Customer’s request, with all the technical specifications to be able to access the Service and make proper use of it in accordance with the provisions of this Agreement.

6.8 – Defaults for third-party causes
Asters will also not be liable for conduct or omissions of third parties that impair the operation of the Service, including, but not limited to, slowdowns in speed or failure of the telephone lines and processors that handle telematic traffic between the Customer and the Service.
6.9 – Third-party services
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: 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: Ownership of data on customers’ use of the service and conditions of service use

7.1 – Aggregated data

Asters owns all rights to use statistical information, data and related analysis in aggregate form, resulting from the use of the Service by its Clients. 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 Service or for the purpose of publishable statistical information always in aggregate form.

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 Sections 3.1 and 3.2 above of this Agreement, Customer’s use of the logo, trade name, and any other distinguishing marks relating to the Service must be requested in advance by Customer in writing and authorized, again in writing, by Asters.
7.3 – Free trial

Asters offers a free trial (trial) period of the Service to new Customers. This trial (trial) period is intended only for the purpose of testing the functionality of the chosen subscription plan. It is not permissible for the same Customer to activate more than 1 account. No fee is due to take advantage of the free trial.
Upon expiration of the trial, the account will be downgraded automatically on the next day of expiration. Once the free trial period, if any, has been completed, in case the Customer expressly confirms his or her willingness to use the Service, he or she shall be required to pay the periodic fee in advance according to the form of contract he or she has chosen to join. If requested by the Customer, costs or fees related to additional services ancillary to the Service will also be charged.

7.4 – Contract assignment
The Customer hereby authorizes Asters to assign or otherwise transfer to third parties the rights and obligations contained in this Contract; the Customer, in collecting consent to the processing of personal data, agrees to adequately communicate this possibility to its customers.

7.5 – Method of processing customer data

Notwithstanding the fact that under the current legislation, personal data is any information relating exclusively to a natural person, the Customer acknowledges that Asters will process the data in accordance with the current legislation and in the manner expressly indicated in the appropriate notice.
7.6 – Validity of changes and/or additions

Asters may unilaterally modify the Terms of Use and the User License Agreement. Acceptance of any changes by the Customer will take place through the 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, which shall be entitled to terminate the Agreement.

7.7 – Validity of contract clauses
The terms of this Agreement shall be deemed to be accepted by the Customer even in the event of non-paying and/or temporary use of the features provided in any capacity by Asters.
7.8 – Tax charges

Any tax burden arising from the execution of the Contract, including any taxes for advertising activities, shall be borne by the Customer.

7.9 – Applicable law and jurisdiction

This 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 this Contract shall be submitted to the exclusive jurisdiction of the Court of Verona.

7.10 – Final clauses

This Contract, of which all the annexes indicated are an integral and substantial part, abrogates and supersedes all agreements, understandings, negotiations, written or oral, previously made between the Parties and concerning the subject matter hereof.
The failure of either Party to promptly enforce the rights granted to it by any one or more of the clauses referred to in this 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 demanding prompt and strict compliance with any and all contractual clauses.
Should one or more of the clauses set forth in this 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, unless said clause constituted a determining reason in the conclusion of this Contract.