Terms of Service

ACCEPTANCE OF OUR TERMS

Flock Social (“Company”, “We”, “Us”, “Our”, or “Flock Social) provides its Services (as defined below) to you, the customer (“Customer”, “You”, or “Your”). Your use of the Services governs use of and access to the products we offer in connection with a paid or trial subscription (“Products”) to you and any authorized individuals engaged by you to use the Products on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Products, or authorizing or permitting any User to use or access the Products, you accept and agree to be bound by these Terms.

By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an Order Form that references this Agreement, You agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the terms and conditions of this Agreement, in which case the terms “Customer”, “You”, or “Your” shall refer to such entity and its affiliates. If you do not have such authority, or if You do not agree with these Terms and Conditions, You must not accept this Agreement and may not use the Services.

You represent and warrant that the information you provide in registering for the Products is accurate, complete, and rightfully yours to use.

We reserve the right to update and change the terms of this Agreement from time to time in our sole discretion. We will provide you with notice by updating this page and indicating the date of the update, so please check this page frequently for updates and changes. We also may send you notice via email to the address associated with your account. You agree you will be bound by the terms fourteen (14) days after notice, and Your continued use of the service fourteen (14) days after notice shall constitute acceptance of the new terms by You going forward. You expressly agree that this notice protocol is sufficient and adequate for purposes of providing you notice of the revisions to this Agreement. You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on March 26th, 2019. It is effective between You and Us as of the date of You accepting this Agreement.

SERVICES AND SUPPORT

The “Services” include Our website, and other features and services available to you will be based on your subscription plan (“Plan”). If you signed a service order, the details of your Plan will be provided on your service order. Any new features added to or augmenting the Services are also subject to the terms of this Agreement. Certain new features made generally available at no cost to all subscribing customers will be made available to You at no additional charge; however, the availability of some new features may require the payment of additional fees, and Flock Social will determine at its sole discretion whether access to any such new features will require an additional fee.

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.

As part of the registration process, You may provide Us with Your username and password, login credentials, or other ‘admin access’ to Your social media or other web-based accounts so that We can provide you the Services. We do not store, give away, or otherwise distribute your password to any third parties. We do not make any claims as to the ownership of these accounts to which we have been given access.

Regardless of any perceived representation to the contrary, Company in no way guarantees a specific result for Customer. You understand that you are paying Us for our work to generate results, but that results are never guaranteed. It is understood that Company has no control over Facebook, Instagram, or other social media / advertising platforms and if they decide to make changes to their platforms.

As part of certain Services indicated on the Order Form, We may bring attention of real users to Customer’s Instagram profile with goals that may include increasing followers, likes, and comments. The expected amounts of followers, likes and comments are not guaranteed to Customer in any way, and depend on many factors outside of Company’s control. Moreover, Company cannot protect Customer from spam, fake, or inactive followers, as it is not always possible to distinguish between these followers and real Instagram users.

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.

THIRD PARTY SERVICES

The Services may include connecting to and using certain third party products, services or software under separate terms and conditions (collectively, “Third-party Products”) such as social media services like Instagram. Be advised that Your use of such Third-party Products is governed solely by the terms and conditions of such Third-party Products, and We do not endorse, are not responsible for, and make no representations as to such Third-party Products, their content or the manner in which they handle Your data. Flock Social is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Third-party Products, or Your reliance on the privacy practices or other policies of such Third-party Products.

Customer agrees and understands that Company is not affiliated with any such Third-party Products, including Instagram, Facebook, or any Instagram third-party partners in any way.

The Services may contain features that require connecting to these various Third-party Products. To take advantage of these features, Customer may be required to provide Company with the login credentials for such Third-party Products. By providing Us with this information, You are allowing Flock Social to pass Your login credentials to these Third-party Products for this purpose.

RESTRICTIONS AND RESPONSIBILITIES

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

You agree that you will only access our Applications for your internal business purposes and subject to these Terms. After any free trial of our Products, you will be required to register for our Application and pay a subscription fee for the use of our Products. You must pay such subscription fees on the first day of your subscription term unless otherwise specified on your service order.

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold Company harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

As a User, you represent and warrant that you are:

  • 18 years or older
  • not prohibited or restricted from having a Flock Social account
  • not a competitor of or using the Products for purposes that are competitive with Flock Social

AVAILABILITY OF SERVICE

While we will use commercially reasonable efforts to keep our Service available and accessible, the Service may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including any outages of Third-Party Services (as defined in Section 5) or any related application programming interface (“APIs”) and integrations. Interruptions of our Service 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.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees:

  • to take reasonable precautions to protect such Proprietary Information
  • not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law

Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to

  • use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings
  • disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

PAYMENT OF FEES

Customer will pay Company the then applicable fees described in the Subscription Form in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department or Customer’s Account Manager.

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 Pay 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 doing so through your dashboard. If you cancel in the month preceding your Monthly Pay Date, you will not be issued any refunds for the remainder of the subscription term and you will continue to have access to the Products until the following Monthly Pay Date.

Changes To Your Plan. If you choose to upgrade your Plan or add any Add-Ons to your Plan during your subscription term, you will be charged for the then-current price for the upgrade or Add-Ons prorated based on the number of days remaining in your subscription term. Unless otherwise specified on your service order, any upgrade or Add-Ons that you add will be coterminous with the existing Plan and automatically renew at the end of the subscription term along with your Plan. If you choose to downgrade your Plan or remove any Add-Ons from your Plan, you will not be issued any refunds or credits for the unused and prepaid fees in connection with the 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.

Credit Card and Paypal Authorization.By submitting your credit card or Paypal information to Flock Social, you authorize Flock Social 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.

Taxes. All payments you make are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including, without limitation, sales taxes, use taxes, and value-added taxes). You agree to be responsible for the payment of all such charges, excluding taxes based upon our net income. All amounts payable by you hereunder shall be grossed up for any withholding taxes imposed by any foreign government on your payment of amounts to Flock Social.

REFUND POLICY

Regarding the “Loop Giveaway”, Flock Social’s affiliate program with Jumper Media; all payments for the chosen plans are by themselves non-refundable. This is the case since a failsafe method was put in place to assure that the Client would get the agreed upon amount of followers.

In the case that one such giveaway does not take place, for whatever reason, the Client will be placed on a different, but similar giveaway to ensure that they receive the agreed upon growth.

Flock Social subscriptions are non-refundable, as all clients have a free trial period to decide if it is a good platform for promoting their business.

We are dedicated to customer satisfaction, and as such we are always open to hear your side of the story! If you are not satisfied with the service, or requesting a refund for any other reason, you will only be eligible for the last charge made for your subscription.

When requesting a refund, please discuss the matter with your account manager / onboarding assistant, or contact us at [email protected].

We will respond within 48h to collect more information and start an investigation concerning your refund request. If the investigation doesn't result in a favorable outcome for the client, they are still eligible to use the remaining time of their subscription.

In cases where the investigation proves that the refund request is valid, you will be issued a refund within 24h of the investigation of the investigation conclusion, or offered some additional options for compensation. In this case, we will also terminate all work on your page as soon as the refund request is processed.

TERM AND TERMINATION

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.

Termination by Us We may restrict functionality of the Products or temporarily suspend your account if we reasonably believe that you have violated these Terms. Unless we believe the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing actions.

We may terminate your account and use of the Products for any of the following reasons:

  • you fail to comply with these Terms
  • you do not pay your fees in accordance with the payment terms under your Plan
  • at the expiration of the subscription period of your Plan if we provide prior written notice to you
  • you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
  • if we determine you are acting or have acted in a way that negatively impacts or reflects on Flock Social or our current or prospective partners or customers. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your Plan will become immediately due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Product and may be referred to law enforcement authorities.

AGENCIES

If you are an Agency, you may use our Products on behalf of Users that are your clients and charge your clients for such use of our Products. As an Agency, you will be liable for all use of the Products by your clients. By adding any client to your account, you represent and warrant that you have obtained all necessary authorizations and consents from such clients to bind them to these Terms. If you use the Products on behalf of your clients, or grant access to the products to your clients, you will be responsible for ensuring that such clients are not able to access confidential or proprietary information of another client. “Agency” shall mean a business or organization providing advertising, marketing, or social media services on behalf of another business, person, or group.

WARRANTY AND DISCLAIMER

THE APPLICATIONS AND PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT AND DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR ERROR-FREE.

FLOCK SOCIAL DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN FLOCK SOCIAL’S REASONABLE CONTROL.

INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service

  • not supplied by Company
  • made in whole or in part in accordance with Customer specifications
  • that are modified after delivery by Company
  • combined with other products, processes or materials where the alleged infringement relates to such combination
  • where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement
  • where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense
    • replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality
    • obtain for Customer a license to continue using the Service
    • if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.