Scoop.it Terms of Service
1. DEFINITION
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“API” means the application programming interfaces that permits Customer to access the Data.
“Calculated Data” means the result of calculations carried out by the Content Curation platform on Raw Data.
"Customer Data" means the content uploaded by Customer or available in the Content Curation platform, including any data, personal identifiable information (“PII”) belonging to third parties.
“Documentation” means the knowledge base, fair usage policy, and any other documents, policies or materials related to the use of the Services, as updated from time to time.
“Final Data” means the data in all formats (Excel, CSV, Word and API) accessible to Customer via the Content Curation platform.
“Raw Data” means the content and data collected directly by the Content Curation platform from third-party sources, such as but not limited to social media outlets. (Calculated Data, Customer Data, Final Data and Raw Data collectively referred to as the “Data”).
“Queries” means the number of requests placed by Customer via the Content Curation platform in the form of keywords
“Services” means access to the online, Web-based Content Curation platform.
“User” means an individual who is authorized by Customer to use the Services on behalf of the Customer, including but not limited to employees, consultants, contractors, and agents of Customer.
2. THE SERVICES
2.1 Provision of Services. The Content Curation platform shall be made available to Customer and its Authorized Users on a subscription basis pursuant to the Agreement (the “Subscription”).
2.2 Subscriptions. Unless otherwise specified in the Order Confirmation, (i) Services are purchased as Subscriptions; (ii) additional Subscriptions may be added during the Subscription Term and shall be prorated for the remainder of the Term in effect at the time the additional Services are added; and (iii) the added Subscriptions shall terminate on the date stated in the Order Confirmation.
2.3 Grant of License to API. Customer may purchase limited licenses to the API. In those particular cases, and subject to the terms herein, Meltwater grants Customer a non-exclusive, non- transferable, non-assignable, worldwide limited license to access and use the API solely for Customer’s own business purposes and only during the Term set forth in each fully executed Order Confirmation.
2.4 Meltwater Responsibilities. Meltwater shall: (i) provide to Customer basic support for the Services at no additional charge, and/or upgraded support if purchased, provided that the terms of such upgraded support are described in the Order Confirmation; (ii) make the Services available in accordance with its policies; and (iii) provide the Services in accordance with applicable laws and government regulations. 2.6 Customer Responsibilities. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which it acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Meltwater promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with Meltwater’s instructions and applicable laws and government regulations. Customer shall not (a) make the Services available to any third party other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
(d) use the Services to store or transmit Malicious Code, as such term is defined in Section 8.3, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
2.5 Other Networks; Approval and Usage. The Services may include the ability to access Raw Data through third party networks, including but not limited to social media websites and sources (“Third-Party Sources”). Customer acknowledges that Meltwater does not own the Raw Data, and that such Third- Party Sources may be independently subject to applicable privacy laws regarding their own use of such Raw Data. Customer also acknowledges that the use of Third-Party Sources may require approval of the owners or operators of such Third-Party Sources and will be subject to their own acceptable usage policies. Meltwater will not be liable for any failure of such Third-Party Sources to obtain consent from its members to use their data; nor for Customers violation of the Third-Party Source’s usage policies. Customer understands that Meltwater does not own or control the Third-Party Sources, and agrees that Meltwater shall not be responsible or liable for:
(i) compliance with any privacy laws by such Third-Party Sources; (ii) performance or non-performance of the Third- Party Sources; (iii) any imbalance, defect or malfunction in the software and/or services of these ThirdParty Sources; (iv) malicious third-party intrusions in the Customer’s systems; (v) disruptions or other technical issues that may limit access to these Third-Party Sources; or (vi) performance or non- performance of any interconnection points between Meltwater and such Third-Party Sources.
3. PROPRIETARY RIGHTS
3.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Meltwater reserves all rights, title and interest in and to the Services and the Content Curation platform, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. For clarification purposes, Meltwater does not own or license the Raw Data.
3.2 Restrictions. Customer shall not, and shall not allow third parties to: (i) license, sublicense, lease, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way provided however that the Customer may permit use of Services, strictly in accordance with this Agreement, by third parties working on behalf of the Customer; (ii) access (or attempt to access) any of the Services by any means (including automated means) other than through the User ID that is provided by Meltwater; (iii) reverse engineer, adapt, translate, decompile, or otherwise derive the source code for the Services; or access the Services in order to copy or imitate any ideas or features; or build a product or service similar to the Services; or use similar features, software, functions or graphics as those of the Services, whether or not intended to compete with the Services; (iv) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit Malicious Code (as such term is defined in Section 8.4) or material in violation of third-party privacy and property rights, or (v) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose.
3.3 Data. Customer retains all rights, title and interest in and to the Customer Data. Customer is solely responsible for the communication initiatives and the Customer Data uploaded and published via the Content Curation platform and is responsible for ensuring that such content does not violate any applicable privacy laws or third-party rights. Meltwater has no general obligation to monitor or control the Customer Data or any requests for Data made by Customer via the Collection Service, as well as any content or data submitted, published or stored by Customer via the Services. Meltwater does not control or monitor the Raw Data and as such, does not guarantee the accuracy, integrity or quality of the Raw Data. Meltwater shall not be liable in any way for the any content, including, but not limited to, any errors or omissions in the Raw Data, or for any loss or damage of any kind incurred as a result of the collection, use of or reliance upon any data or content collected, published, posted, emailed, transmitted, or otherwise made available via the Service. Customer hereby grants Meltwater a limited license, during the Term, to use the Customer Data solely in connection with the provision of the Subscription and the Professional Services.
3.4 Excluded Customer Data. Customer acknowledges that the Services are not intended to be a repository of personal identifiable information (“PII”) or personal data that may be considered sensitive or privileged, such as financial information, non-public personally identifiable information that could be legally considered private or sensitive, including without limitation, personal social profiles, social security numbers, driver’s license numbers, birth dates, personal bank account numbers, and credit card numbers (the “Excluded Customer Data”). Notwithstanding the above, in the event that Customer or any of its Users uploads Excluded Customer Data to the Services in violation of this Agreement, Customer agrees to remove such information immediately, or at its reasonable discretion and upon prior written notice, Meltwater may purge such Data from its systems.
3.5 User Passwords. Customer shall ensure that its Users protect their unique user identification name and not make them available to persons or entities not authorized to use the Services. Meltwater will only store User’s passwords in encrypted form. Meltwater personnel will not be able to read User’s passwords.
3.6 Destruction of Customer Data. Upon written request by Customer made within 30days after the effective date of termination, Meltwater will provide Customer with temporary access to the Services so that Customer can retrieve its Customer Data. Customer shall be solely responsible for organizing any Data from the Content Curation platform using the data export functionalities available therein. After such 30-day period, Meltwater shall have no obligation to maintain or provide any Customer Data and shall reasonably thereafter, unless legally prohibited, delete all Customer Data in Meltwater’s systems or otherwise in its possession or control.
4. REPRESENTATIONS AND WARRANTIES
4.1 Functionality Warranty. Meltwater warrants that the Services will operate in a manner consistent with general industry standards reasonably applicable to the provision hereof and in substantial conformity with the then current version of the applicable Documentation, including the Service Level Agreement (“SLA”), attached and incorporated hereto as Exhibit A.
4.2 Data Security and Warranty. Meltwater has implemented Appropriate Security Measures (as defined below) and maintains the Services at reputable third-party Internet service providers and co-location facilities. "Appropriate Security Measures" means commercially reasonable efforts to ensure that the Customer Data will be maintained accurately and safeguarded as well as technical and physical controls to protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Meltwater, whether by accident or otherwise. If Customer’s use of the Services involves processing personal data pursuant to Regulation 2016/679 (the “GDPR”) and/or transferring personal data outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Data Protection attached and incorporated hereto as Exhibit B, will apply. 8.4 Additional Warranties. Meltwater represents and warrants that: (i) the Services will be provided in a professional, timely and workman like manner by persons with the proper skill, training and background, and consistent with generally accepted industry standards; (ii) the Services will comply with all written specifications; (iii) the Services will be free of material defects;
(iv) the Meltwater technology shall not deliver any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate content of any databases and/or the normal operation of any computer systems (“Malicious Code”); (v) at the time of delivery, all documentation required hereunder (if any) shall be complete so as to enable Customer personnel with ordinary skills and experience to utilize the Services for the purposes for which they are being acquired by Customer, (vi) it will at all times utilize reasonable and appropriate practices and technologies common and prevalent in Meltwater’s industry to avoid causing damage to Customer’s computer systems or other technology.
4.3 Disclaimer. Except as expressly provided herein, Customer acknowledges and agrees that the Services are provided on an “As Is”, as available basis. Other than as expressly provided herein, MELTWATER DISCLAIMS WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. MELTWATER DOES NOT WARRANT THAT THE SERVICES OR THE CONTENT CURATION PLATFORM WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, MELTWATER DOES NOT WARRANT THAT ALL ERRORS IN THE SERVICES CAN BE CORRECTED
EXHIBIT A
SERVICE LEVEL AGREEMENT (« SLA »)
Service Availability. Customer acknowledges that system maintenance periods will be scheduled from time to time. The services may occasionally have to be interrupted outside of this time period, including for purposes of upgrades and maintenance to the Content Curation platform and/or systems, in which case the Customer will be provided a notice of the scheduled downtime via a banner within the Content Curation platform. Notwithstanding anything contained herein to the contrary, the parties agree on the following definitions, terms and conditions:
“Downtime” means any time during the Total Scheduled Availability (as hereinafter defined) that the Content Curation platform is not available for access, but excluding: (a) a Scheduled Maintenance Period (as hereinafter defined) that occurs between the hours of 12:00 midnight to 7:00 a.m. Eastern Time, and of which Customer has been notified pursuant to this Agreement; (b) problems caused by Customer’s telecommunications and Internet services; (c) software or hardware not provided or controlled by Meltwater; (d) force majeure events as provided in the Agreement; (e) negligent or wilful acts of Customer or the Users; (f) defects in software provided by Customer which Meltwater could not have discovered through the exercise of reasonable diligence prior to the failure; (g) Customer’s failure to implement commercially reasonable changes in equipment or software reasonably recommended by Meltwater in writing as essential to maintain service levels following a Customer-directed change in the operating environment or Customer-driven increase in demand for system resources that has not allowed Meltwater a reasonable time to accommodate; and (h) operation under a disaster recovery plan, provided that Meltwater has complied with its material obligations with respect thereto (collectively, “Permitted Downtime”).
“Emergency Maintenance” means any maintenance to the Content Curation platform required as a result of conditions beyond Meltwater’s control, including, without limitation, a force majeure event or otherwise, which maintenance is required to be performed on any emergency basis to maintain Total Scheduled Availability. “Scheduled Maintenance Period” means any time period during which Meltwater performs scheduled maintenance on the Content Curation platform. Meltwater will provide Customer with at least one (1) day’s advance notice for standard maintenance, or thirty (30) minutes advanced notice for Emergency Maintenance. Maintenance notifications will be sent to the Customer e-mail address designated by Customer.
“Total Scheduled Availability” means 7 days a week, 24 hours a day, excluding Permitted Downtime, in minutes.
“Actual Uptime” means Total Scheduled Availability minus Permitted Downtime, in minutes.
“Actual Uptime Percentage” means that percentage of Total Scheduled Availability represented in Actual Uptime.
Service Availability Credits. If, during the Term, the Actual Uptime Percentage is, during any calendar month, lower than 99.5%, then Meltwater will give Customer a credit or refund with respect to the Fees paid by Customer for that month calculated as follows: Application Availability = (Total Hours in Reporting Period – Unscheduled Maintenance – Scheduled Maintenance – Excluded) / (Total Hours in Reporting Period – Scheduled Maintenance – Excluded) X 100%.
All claims will be verified against Meltwater’s system records. Should any periods of downtime submitted by Customer be disputed, Meltwater will provide to Customer a record of service availability for the period in question. Meltwater will only provide records of system availability in response to good faith Customer claims. Notwithstanding the above, should Meltwater fail to achieve at least 95% general availability over any calendar quarter, Customer shall have the option to terminate the Services for cause, in which case Meltwater will refund to Customer any prepaid fees for the remainder of the Term after the effective date of termination.
Social Media Platform Issues
Because social media content is published to constantly evolving social media platforms, from time-to-time social media platform vendors make changes that can break interfaces or change look-and-feel in unacceptable ways. While Meltwater cannot be held responsible for these issues, Meltwater will nonetheless use best efforts to respond and try resolving public API issues.
Backup
The Content Curation platform is designed to be fault-tolerant: each service has built-in redundancy and Data storage is distributed. All Data is replicated at least once in real time.
All Data is available to Customer via the Content Curation platform throughout the Term of the Services. Data will be backed up on a daily basis. Meltwater shall maintain and store the last seven (7) daily backups.
The full archive of collected and tagged Data will be backed up on a weekly basis. Meltwater shall maintain and store the last seven (7) daily backups. Backups will be stored in a different location than the production environment.
Recovery on request
Customer may request Meltwater to recover Data from an available backup in the limit of data availability at the time of request. Such request relating to the recovery of Data is referred to as a "Recovery Request".
Support
Customer will contact the Support Team by phone or by email (tickets@scoopit.uservoice.com) so as to send the necessary incident reports. Customer will be assigned a preferred contact for its requests. This preferred contact will coordinate the operational communication between Meltwater and Customer (the “Preferred Contact”). The Support provided under this Agreement does not include services provided with respect to the following matters: (i) any problems resulting from the misuse, improper use, alteration, or damage of the Content Curation platform or the API by Customer; (ii) any problems caused by modifications by Customer in any version of the Content Curation platform or the API not made or authorized by Meltwater; or (iii) any problems resulting from the Customer combining or merging the Content Curation platform or the API with any hardware or software not supplied by Meltwater, or not identified by Meltwater as compatible with the Content Curation platform, API or Systems.
For the support SLA’s to apply, Customer must file a valid support request by email to tickets@scoopit.uservoice.com. Customer must include a clearly written description of the problem, provide the email address that Customer is logged in with, and where applicable, include a URL to the affected account. Customer must also include any steps that it can reasonably identify that would allow Meltwater to replicate the problem (a “Valid Support Request”). Following receipt of a Valid Support Request, Meltwater will log the problem and provide Customer with a ticket ID number by email to track progress on the support request. If any of Customer’s users contacts Meltwater for any reason in any other form other than by filing a live support request via the process set out above, Meltwater may refer that user to the Customer’s assigned Preferred Contact and the Support SLA’s will not apply
Support opening hours
Technical support is open during working hours, from Monday to Friday from 9am to 6pm CET, excluding public holidays.
Incident Report Priority
The priority of Incident Reports is defined in conjunction with the Customer during the report drawn up. The following priority levels apply:
Priority 1 – Unavailability of production environment Priority 2 – Major malfunctions other than Priority 1 Priority 3 – Minor incidents or bugs
Handling and response time
Meltwater guarantees to respond to incident reports within two (2) hours (working hours) and offers follow-up guarantee, on a monthly basis: