Terms of Service

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday;

"Business Hours" means the hours of 09:00 to 17:00 EAT on a Business Day;

"Customer Confidential Information" means:

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding [personal data] with respect to which the Provider is a data controller;

"Effective Date" means the date of execution of this Agreement;

"Billing cycle" means the interval of time from the end of one billing statement date to the next billing statement date;

"Payment Date" means the date a customer is supposed to pay powpap for a subscribed plan;

"Expiry Date" means the last day of a customer’s billing cycle;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means our websites, such as powpap.com (and all its current and future subdomains), and mobile applications, and any services that you access or purchase through our websites or mobile applications, but do not include Third-Party Services that you access or use in connection with our services.;

“Third-Party Services” are services that are not provided by Hootsuite but that you may access or use in connection with our hosted services. They include the “Social Networks”, which are the social networking sites supported by our Hosted Services (such as X, Facebook, LinkedIn, Instagram, youtube).

"Hosted Services Defect" means a defect, error or bug in the Platform having [an adverse effect] OR [a material adverse effect] on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Schedule" means any schedule attached to the main body of this Agreement;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Term" means the term of this Agreement, commencing in accordance with Clause 4.1 and ending in accordance with Clause 4.2; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

“You”, “Your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Hosted Services. If you are accessing and using the Hosted Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Hosted Services on behalf of.

“Leads” means the click(s) from your social media post(s) to your website, online store, or any other platform that a person can buy, access or use your products or services.

“Social media post” means the content that you publish on your social media networks using our Hosted Services.

“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on our Hosted Services.

“Market Data” means data and information related to the various industries that are recognized by our website and is made available through our Hosted Services.

“Revenue Projection” means the estimated money that you will generate as a result of a campaign run through our hosted services for the products or services included in the campaign.

“Target Projection” means the estimated leads or impressions that is projected to be generated for the social media posts as a result of a campaign run through our Hosted Services

“Conversion-rate” means the percentage of leads that actually perform a specific action that you set as the goal. It may be to buy, download, access or use your products or services from your website, online store, or any other platform that you have set for the action to be taken.

1.1. This acceptable use policy (the "Policy") sets out the rules governing:

1.2. We have the right to terminate your account or suspend your access to the Hosted Services, if we reasonably suspect that you have violated any of the restrictions in this (Acceptable Use Rules) Section.

2.1. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2. You must not use the Services:

2.3 You must ensure that all Content complies with the provisions of this Policy.

2.4. You must not license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Services;

3.1. Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2. Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

3.3. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4.2. Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3. Content must not be pornographic or sexually explicit.

5.1. Content must not be untrue, false, inaccurate or misleading.

5.2. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

7.1. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3. Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5. You must not use the Services for the purpose of deliberately upsetting or offending others.

8.1. Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.2. You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

10.1 You acknowledge that although we do not monitor content published through our Hosted Services and are not responsible for any content published through our Services, we reserve the right to delete, edit, or move messages or materials that we deem necessary to be removed, including, but not limited to, public postings, advertisements, and messages.

11.1. You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12.1. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13.1. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

6.1. The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 6.
6.2. The Provider shall where practicable give to the Customer at least 5 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.
6.3. The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.
6.3. The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.
6.4. The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed [number] hours.
6.5. Interruptions of our Applications shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused subscription fees.

7.1. The Provider shall provide the Support Services to the Customer during the Term.
7.2. The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement.
7.3. The Provider shall provide the Support Services with reasonable skill and care or in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.
7.4. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
7.5. The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
7.6. The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

8.1. You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.

9.1. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorized access to or use of your access credentials or account.

10.1. The Provider must:

10.2. Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

10.3. This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

10.5. The provisions of this Clause 12 shall continue in force [indefinitely following the termination of this Agreement] OR [for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect].

11.1. We are not responsible for Content provided by others, including Content from Third-Party Services (such as Content from Social Networks and Content in apps). You and anyone else who accesses our Hosted Services may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content provided by others.

11.2. If you access or purchase a Third-Party Service through our Hosted Services, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. You specifically understand that we are not responsible for Third-Party Services and will not be liable to you or any third party for any losses or damages resulting from your use of Third-Party Services.

11.3. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Service. We are not responsible for disclosure, use, change to or deletion of your data and will not be liable to you or any third party for access to your data by a Third-Party Service.

11.4. We may, but do not have to, preview, verify, flag, modify, filter, block or remove Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.

12.1. Powpap shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

12.2. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement.

12.3. The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement.

12.8. The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

12.9. Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

12.10. The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

12.11. The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

12.12. The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Provider must not implement the changes OR the Customer may terminate this Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the same OR equivalent legal obligations as those imposed on the Provider by this Clause.

12.16. The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 24 hours after the Provider becomes aware of the breach.

12.18. The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

12.19. For the free plan, the provider shall delete content plan drafts 45 days after the last edit while completed published content plans & posts will be deleted after 30 days.

12.20. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

Monthly Plans. For monthly Plans, we will charge you on the first day of your subscription term and automatically on the same date of each subsequent month (“Monthly Payment Date”). We will continue to charge you for your Plan, including any Add-Ons, on a monthly basis unless you decide to cancel at any time by accessing the “Billing” page within the Application. If you cancel in the month preceding your Monthly Pay Date, you will not be issued any refunds or credits of prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Hosted Services until the following Monthly Pay Date.

Annual Plans. For annual Plans, we will charge you on the first day of your subscription term and automatically on the same date of each subsequent year (“Annual Payment Date”). We will continue to charge you for your Plan, including any Add-Ons, on an annual basis unless you decide to cancel prior to the Annual Pay Date by accessing the “Billing” page within the Application. If you cancel during the subscription term, you will not be issued any refunds or credits of any prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Products until the following Annual Pay Date. Powpap reserves the right to increase subscription fees for your annual Plan on your Annual Pay Date; provided, however, that such increase shall not exceed 20% over the fees related to the immediately preceding subscription term.

If we invoice you for your Plan, your subscription term will be detailed on the service order and your payment will be due upon receipt of the applicable invoice. Unless otherwise specified on your service order, if we do not receive payment within three (3) days of us issuing you the invoice, your account may be suspended and you will lose access to the Hosted Services. Unless otherwise specified on your service order, your Plan will automatically renew at the end of the subscription term. If you would like to cancel your Plan, you can provide such notice via email to support@powpap.com. Powpap reserves the right to increase subscription fees upon renewal; provided, however, that such increase shall not exceed 20% over the fees related to the immediately preceding subscription term.

If you choose to upgrade or downgrade your plan or add/remove any add-Ons to your Plan during your subscription term, your plan will be updated immediately, and then get notified of the new agreement. The new price associated with the new plan is payable at the beginning of the next billing cycle.

You will not be issued any refunds or credits for the unused and prepaid fees in connection with a downgrade or removal. Downgrading your Plan may cause the loss of content, features, or capacity of your account and we do not accept any liability for any such loss.

Once a person upgrades or downgrades their plan, and 24 hours has elapsed, one won't be able to change their plan till the next billing cycle.

By submitting your credit card or Paypal information to Powpap, you authorize Powpap to store this information with its third party service providers and to charge the credit card or Paypal account you have provided to us until your account is terminated. In addition, you authorize us to use a third-party payment processor in processing payments. If your credit card expires, or is declined or your Paypal information requires an update, we will provide you notice via email. If, for any reason, your payment cannot be completed through credit card or Paypal, we may suspend your account until we receive payment.

You must notify us in writing of any amounts you wish to dispute prior to the date such amounts would otherwise be due.

You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method.

1. Termination by You. You may terminate your account at any time without cause, but you will not be entitled to any refunds of any prepaid and unused fees, and any unpaid fees under your Plan for the applicable subscription term will become immediately due and payable. You may terminate your account and receive a prorated refund of any prepaid and unused fees, if we fail to cure a material breach of this agreement within thirty (30) days of our receipt of written notice from you describing the breach.

2. Termination by Us. We may refuse to provide service (including the Hosted Services) to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Hosted Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated any part of this Agreement, you will not receive a refund. If we terminate your access to the Hosted Services under this section for no reason, we will refund you for the Hosted Services you have not yet received.

3. Post Termination. If your account is terminated, you must cease using the Hosted Services and Powpap reserves the right to delete your account settings and Content within thirty (30) days of such cancellation or termination with no liability or notice to you. Once your account settings and Content are deleted, you will not be able to recover such account settings and Content, except any Content that remains on Third Party Services pursuant to the terms and conditions of such Third-Party Services.

25. We offer our Hosted Services “as is” and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our Hosted Services will meet your requirements or that our Hosted Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our Hosted Services at your own risk. You hereby release us and our affiliates and the directors, officers, employees, agents, licensors and service providers of Powpap and our affiliates from any claims, known or unknown, you have against them.

26. We will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, our Hosted Services or any other aspect of this Agreement. Under no circumstances will we be liable for any Third-Party Services, Social Networks or activities of third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorized access to or use of our Hosted Services or your account or the information contained in your account, including Customer Content.

27. Monetary Cap on Liability. Our aggregate liability to you for all losses or damages arising out of this Agreement or your use of our Hosted Services, even if we have been advised of the possibility of such losses, will not exceed the greater of the fees we received from you for our Hosted Services that are subject to the claim during the three-month period immediately preceding the date on which the damages arose. The limitations of liability in this section also apply to the Powpap Parties and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to you, our liability will be limited to the fullest extent permitted by law.

28. No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.

29. Our prices are set based on limitations of liability and the disclaimers of warranties in this section. You acknowledge that they will survive and apply even if found to have failed their essential purpose.

30. If you are dissatisfied with our Hosted Services or believe that you’ve been harmed by your use of our Hosted Services or this Agreement, you may terminate your use of our Services (as set out above). That termination is your sole and exclusive remedy (and our sole and exclusive liability) under this Agreement.