Your Social Media Manager Terms of Service - Your Social Media Manager

v1 – 30 January 2025

YOUR USE OF YOUR SOCIAL MEDIA MANAGER CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE

This agreement is between Ratio Digital Marketing Studio Ltd., a company registered in England with company number 14682959, (“we”, “us” or “our”) and the organisation signing up for trial use and/or paid use of Your Social Media Manager (“you” or “Customer”).

TRIAL USE OF YOUR SOCIAL MEDIA MANAGER

The terms and conditions in Section A below (“Free Trial Terms of Service”) govern your use of the Your Social Media Manager (“YSMM”) services supplied by us (the “Free Online Services”), when you sign up for a free trial of YSMM.

PAID USE OF YOUR SOCIAL MEDIA MANAGER

The terms and conditions in Section B below (“Paid Terms of Service”) govern your use of the YSMM services supplied by us (the “Paid Online Services”), when you sign up for paid use of YSMM.

The Free Trial Terms of Service together with the Paid Terms of Service shall be referred to as the “Agreement”. Where a free trial is used, but there is no paid use of YSMM, the word “Agreement” shall mean the Free Trial Terms of Service only. Where there is paid use of YSMM, but no trial use of YSMM, the word “Agreement” shall mean the Free Trial Terms of Service only.

This Agreement was most recently updated on the date stated at the beginning of it.

SECTION A – FREE TRIAL TERMS OF SERVICE

SERVICES

Subject to these terms, you may use the Free Online Services, including to make submissions to YSMM which could include text, documents, images or recordings (“Prompts”). The Free Online Services will generate responses based on your Prompts (“Output(s)”), as well as any feedback that you provide (“Feedback”) collectively, “Content”.

LICENSE; RESTRICTIONS ON USE

2.1 You are granted a non-exclusive, non-transferrable, limited license to access and use for research and business purposes the Free Online Services from time to time made available to you. This license includes:

(a) the right to electronically display Outputs and/or Content retrieved from the Free Online Services; and

(b) the right to download and store in machine-readable form one or more copies of portions of the Outputs and/or Content included in any individual file.

2.2 You must not:

(a) store, distribute or transmit any content through the Free Online Services that is unlawful, dishonest, fraudulent, libellous, harmful, aggressive, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, or discrimination based on gender, colour, race, religious belief, sexual orientation, disability, or any other illegal activities; or breaches any laws, statute, regulations standards, or codes of practice of any relevant authority;

(b) attempt to disassemble, reverse engineer or reverse compile, or otherwise reduce to human-perceivable form any of the Free Online Services;

(c) use the Free Online Services in any fashion that infringes our or our licensors’ copyright or proprietary interests; nor

(d) use the Free Online Services in any way that infringes or violates someone else’s rights, including intellectual property rights.

2.3 Except as expressly provided herein, you retain all right, title and interest – including any intellectual property rights – that you have in and to your Prompts.

2.4 All rights, title, and interest (including all copyrights and other intellectual property rights) in the Free Online Services (in both print and machine-readable forms) belong to us or our third party suppliers. You acquire no proprietary interest in the Free Online Services, nor copies thereof.

2.5 Neither the Free Online Services nor the Content shall be used for training large language or other artificial intelligence/machine learning models (“AI”).

2.6 The Free Online Services utilise AI algorithms and technologies, including generative AI, to provide the Outputs and Content, including (but not limited to) content such as draft social media posts, marketing copy, summaries or other legal marketing documents. AI systems may not always be accurate or error free, which means you are responsible for verifying and cross-referencing any information provided in the Outputs and/or Content. The Free Online Services are not a substitute for professional advice, including legal, marketing, financial, or any other specialised advice.

ACCESS TO YOUR SOCIAL MEDIA MANAGER

3.1 Only you and/or your authorised employees may access and use the Free Online Services (“Authorised Users”).

3.2 You and/or your Authorised Users may be restricted from accessing certain materials otherwise available in the Paid Online Services.

3.3 Materials and features may be added to or withdrawn from the Free Online Services, and the Free Online Services may otherwise change, without notice.

3.4 You must ensure that each person having access to the Free Online Services:

(a) is an Authorised User; and

(b) is using those Free Online Services and Content only in accordance with these Free Trial Terms of Service. You will be liable for their acts and omissions at all times.

LIMITED WARRANTY

4.1 We warrant that we have the right and authority to make the Free Online Services available pursuant to these Free Trial Terms of Service.

4.2 EXCEPT AS OTHERWISE PROVIDED IN CLAUSE 4.1, THE FREE ONLINE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND US AND EACH THIRD PARTY SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

5.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability (a) for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and (b) for fraud or fraudulent misrepresentation.

5.2 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

(a) any errors in or omissions from the Free Online Services or any Content available or not included therein;

(b) the unavailability or interruption of the Free Online Services or any features thereof or any Content;

(c) your use or misuse of the Free Online Services or Content (regardless of whether you received any assistance from a Covered Party in using the Free Online Services);

(d) your use of any equipment in connection with the Free Online Services;

(e) the content of Outputs and/or Content; nor

(f) any delay or failure in performance beyond the reasonable control of a Covered Party.

5.3 “Covered Party” means (a) us and any officer, director, employee, subcontractor, agent, successor, or assign of ours; and (b) each third party supplier of Free Online Services and/or Content, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Content or any of their affiliates.

5.4 THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE FREE ONLINE SERVICES AND/OR CONTENT SHALL NOT EXCEED THE LESSER OF THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES AND THE AMOUNT CUSTOMER PAID TO US UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

5.5 The Covered Parties will not be liable for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill or reputation; or (e) any indirect or consequential loss or damage.

YOUR OBLIGATIONS

6.1 You may:

(a) search, view, copy and print out the Content for your own business purposes;

(b) copy, revise, customise and use the Content for the purposes of any online marketing in which your business is involved;

(c) make available to clients, potential clients and others copies of the Content on a reasonable basis, subject to crediting third parties where such material is attributed to them; and

(d) store electronic copies of the Content where (i) the Content has been incorporated into information provided to the general public and/or potential clients in respect of a general legal problem; and/or (ii) the Content is required to be kept for some legal, regulatory or evidential requirement. This clause is subject to the overriding obligation upon you not to create your own independently promptable online service (i.e. competitor product) of the Content.

6.2 You must not provide us with any confidential information for the purpose of a Prompt or Feedback which might: (a) identify your client(s) (for example, the parties involved in a particular matter or identify the dispute); or (b) breach any legal or professional duty.

6.3 You are solely responsible for the appropriate use and adaptation of the Content for your own use and in your provision of (a) marketing services and (b) legal information to your clients or potential clients.

6.4 You agree to maintain adequate and appropriate professional indemnity insurance in relation to any professional services you may provide that rely on the Free Online Services or incorporate any of the Content.

6.5 You recognise and accept that:

(a) we do not undertake any obligation to consider whether the information provided to or by us for the purpose of the Content (including replying to a Prompt or Feedback) is either sufficient, up-to-date or appropriate for any particular or actual circumstances;

(b) we are not a law firm. We do not represent or advise clients in any matter and are not bound by the professional responsibilities and duties of practising lawyers. Nothing in the Free Online Services, or the Content, or in the Agreement nor any receipt or use of the Free Online Services, shall be construed or relied on as advertising or soliciting to provide any legal services, creating any lawyer-client relationship or providing any legal representation, advice or opinion whatsoever on behalf of us;

(c) when information is shared with the Free Online Services, the associated AI may retain and use that information to provide more personalised outputs. Do not share information that you don’t want the AIs to use and retain such as (but not limited to) account identifiers, passwords, financial information or other sensitive topics; and

(d) the Free Online Services may use or be used in connection with content, services, features and integrations provided by third parties. We are not responsible for your use of third-party content, services, features and integrations, and you use these at your own risk.

OUR RIGHTS

We may use Content and related information including through automated or manual (i.e. human) review, including:

To provide, maintain and improve YSMM services and features;
To conduct and support research;
To monitor your use of the Free Online Services for compliance with this Agreement and applicable laws and to report violations of applicable laws or regulations as required by law or as otherwise requested by a court order or government authority;
To remove unsafe, discriminatory or other Content that violates this Agreement or any other applicable policies and terms; and/or
To suspend or remove accounts that violate this Agreement with respect to your use of the Free Online Services

DATA PROTECTION

You are responsible for ensuring the legality of the personal data that you or Authorised Users provide to us. To the extent that you or Authorised Users provide personal data to us for account registration or otherwise, you acknowledge and agree that such information will be processed by us in accordance with our Privacy and Cookie Policy.

MISCELLANEOUS

9.1 This Agreement is for the number of days set out in the ‘YSMM Free Trial’ sign up form, or as otherwise specified and agreed by us.

9.2 This Agreement may be changed from time to time as described below. You may terminate this Agreement immediately, upon notice to us, if any change is unacceptable. Continued use of the Free Online Services following any change(s) constitutes acceptance of the change(s).

9.3 Either party may terminate access to the Free Online Services at any time. If we determine that you have breached this Agreement, we may suspend or terminate your access to the Free Online Services, and we may permanently disable or delete your account, including where we are required to do so for legal reasons.

9.4 All notices, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing. Any Notices provided under this Agreement may be delivered electronically to the Customer’s registered address or other authorised addresses provided to us (if to Customer); and to info[at]ratiodigitalmarketing.com (if to us). Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with all requirements of this clause.

9.5 The failure of either party or any third party supplier of Content to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

9.6 You may not assign any rights or delegate any duties under the Agreement without our prior written consent.

9.7 Other than as detailed in herein, this Agreement does not confer any rights on any person or party (other than the parties to this Agreement) under the Contracts (Rights of Third Parties) Act 1999.

9.8 This Agreement (including our Website Terms & Conditions which are incorporated by reference, and as may be updated from time to time) contains the entire agreement between the parties relating to the provision and use of the Free Online Services and the Content and it supersedes any prior agreements, representations or understandings between the parties (whether oral or in writing) unless expressly incorporated by reference in this Agreement.

9.9 This Agreement, (and any non-contractual obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any claims or disputes which may arise under or in connection with this Agreement (including any non-contractual claims or disputes).

9.10 If any term of this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

9.11 The following clauses will survive termination or expiration of the Agreement: (a) Clauses 2, 4, 5, 7 and 9 and (b) any provision or condition that must survive to fulfil its essential purpose.

SECTION B – PAID USE TERMS OF SERVICE

INCORPORATION OF CLAUSES 1 THROUGH 9 TO THIS SECTION

Clauses 1 through 9 of Section A apply to and form part of this Section B except that:

(a) each reference to the Free Online Services in Section A, shall be omitted and replaced with the words ‘Paid Online Services’ in this Section B;

(b) clause 3.2 in Section A is omitted from this Section B; and

FEES

11.1 You are responsible for fees incurred by your YSMM account, at the rates specified on the YSMM pricing page, unless otherwise agreed.

11.2 We may update the rates specified on the YSMM pricing page at any time, to be effective: (a) 30 days after the updates are posted by us (in the case of monthly YSMM packages), and/or (b) at the end of the Initial Term or on the Annual Renewal Date (in the case of annual YSMM packages). For annual YSMM packages the “Initial Term” is 12 months from the Effective Date. (“Annual Renewal Date” is defined below.)

11.3 Fees include any taxes, duties, or assessments that may be owed by customers for use of the Paid Online Services (“Taxes”), unless otherwise specified in the applicable invoice.

11.4 All payments are non-refundable.

11.5 Failure to pay all amounts owed when due enables us to: (a) charge interest on the sum due from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the base rate of the Bank of England accruing on a daily basis and being compounded quarterly until payment is made (whether before or after any court judgment); (b) suspend access to the Paid Online Services (until such time as payment is made or the Agreement is terminated) and/or (c) terminate the Agreement. We reserve any other rights of collection we may have.

RENEWAL OF YSMM MONTHLY PACKAGES AND ANNUAL PACKAGES

12.1 An annual YSMM package renews at the end of the Initial Term and every 12 months thereafter (“Annual Renewal Date”). Fees will be incurred on your YSMM account at the end of the Initial Term and on your Annual Renewal Date.

12.2 A monthly YSMM package renews every 30 days (“Monthly Renewal Date”). Fees will be incurred on your YSMM account on your Monthly Renewal Date.

TERMINATION AND SUSPENSION

13.1 This Agreement is effective on the date that you first access the Paid Online Services (“Effective Date”). The Agreement will continue until terminated (the “Term”).

13.2 We may terminate the Agreement at any time on notice to you. You may terminate this Agreement by giving notice:

prior to any Monthly Renewal Date, where you have a monthly YSMM package;
prior to the end of the Initial Term, where you have an annual YSMM package; or
prior to any Annual Renewal Date, where you have an annual YSMM package (and the Initial Term has ended).

13.3 Either party may terminate this Agreement for the other party’s material breach by providing 30 days prior notice detailing the nature of the breach (unless cured within that time).

13.4 We may terminate this Agreement immediately if we reasonably believe or determine that provision of the Paid Online Services to Customer is, or may become, prohibited by applicable law.

13.5 We may suspend your access to any portion or all of the Paid Online Services if: (a) we reasonably believe or determine that (i) there is a risk to or attack on any of the Paid Online Services or (ii) you or any Authorised User is using the Paid Online Services in violation of the terms of this Agreement, or (b) any vendor of has suspended or terminated our use of any third-party services or products required to enable customers to access the Paid Online Services (each, a “Service Suspension”).

13.6 We will use reasonable efforts to provide you with written notice of any Service Suspension, and resume providing access to the Paid Online Services, as soon as reasonably practicable after the event giving rise to the Service Suspension is cured (where curable). We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur because of a Service Suspension.

13.7 The following clauses will survive termination or expiration of the Agreement: (a) Clauses 2, 4, 5, 7, 9, 11 and 12 and (b) any provision or condition that must survive to fulfil its essential purpose.