Last revision: November 17, 2023
- 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.
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.
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.
- 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).
- 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.
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.
- 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;
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.
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.
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.
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.
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.
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
- 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
- OpenAI’s Terms of Service published on https://openai.com/terms
- VistaCreate’s Terms of Service published on https://create.vista.com/faq/legal/terms_and_conditions/terms_and_conditions/
- Amazon’s Terms of Service published on https://aws.amazon.com/service-terms/
- Stripe’s Terms of Service published on https://stripe.com/legal/ssa
- 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.
7.1 – Acknowledgement
The Customer acknowledges and agrees that any and all intellectual property rights inherent in the Content and any material that may have been created by Asters in the implementation of the Services (“Rights”), is and shall remain the full and exclusive property of Asters. Notwithstanding the foregoing, the Asters upon proper and full payment of the Subscription, grants to the Customer a license to use, non-exclusive, in perpetuity and for the whole world on the Rights, to use the Content also for promotional or advertising purposes.
7.2 – Acceptance
Notwithstanding the foregoing, as well as the provisions of the ToS, the Customer acknowledges and expressly agrees that:
- The Content is provided “as is” and that Asters will not perform any verification in relation to the originality and protectability of the Content under the regulations dictated for industrial and intellectual property rights;
- Customer may modify the Content while remaining solely responsible and assuming any and all risk, if any;
- Where the Customer grants third parties the use of the Content, the Customer shall remain liable for such uses, the provisions of Article 3.2 of the ToS also applying in such case.
Section 8: Ownership of data on customers’ use of the service and conditions of service use
8.1 – Aggregated data
8.2 – Advertisement
8.3 – 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.
8.4 – Contract assignment
8.5 – Method of processing customer data
8.6 – Validity of changes and/or additions
8.7 – Validity of contract clauses
8.8 – Tax charges
Any tax burden arising from the execution of the Contract, including any taxes for advertising activities, shall be borne by the Customer.
8.9 – 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.
8.10 – 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.