Terms and Conditions Agreement – Sbam
You may not use any Service without agreeing to this agreement: we provide the Services only on these terms.
This Agreement applies to the Service that you access or purchase through our website (this does not include any others services) as further defined below.
By using our Service, you confirm that:
- You will only use it in compliance with the agreement;
- You accept and will comply with this Agreement;
- If you are using it as a representative of an organization, you have the power to enter into legally binding agreements for the organization;
- You are responsible for anyone that uses our Service through your account, such as your employees, consultants or sub-contractors.
Applicable Law: any legally binding obligation applicable to a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.
App: the software application hosted at https://app.sbam.io
Website: the website hosted at https://sbam.io
Sbam (and “we” “us”, or “our”): Sbam S.r.l., an Italian company, with company number IT12080120012, having its registered office in C.so Castelfidardo 30/A, ℅ I3P, 10129 Torino (TO), Italy.
Claim: any claim, action, suit, dispute, or proceeding.
Fees: the fees that you owe to us, based on your Subscription Plan.
Initial Term: the initial term of your subscription, as set out in the Subscription Plan that you purchase.
Losses: any losses, damages, liabilities, awards, and costs (including court costs and reasonable attorneys’ fees) related to a Claim.
Renewal Term: a renewal of your subscription of a period of time equal to the Initial Term.
Subscription Plan: any one of our subscription plans.
Service: the provisioning of the functionalities of the App.
You, your, Customer: the person or legal entity accessing or using the Services.
To use our Service you must be at least 18 years old.
By agreeing to these Terms, you represent and warrant to us that:
(a) you are at least 18 years old;
(b) you have not previously been suspended or removed from the Service; and
(c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms. References to You include the organization and any individual using the Service on such entity’s behalf.
- Accounts and Registration
To access the Service you must create an account on the App. When you do we may ask you some information about yourself, such as your name, email address, or other contact information.
By providing your payment details when selecting a Premium Subscription Plan, you are making an offer to purchase the included features for the Term. We accept that offer when we process your payment.
You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.
When you create an account you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account.
If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
- General Payment Terms
Some features of the Service will require you to pay fees upon subscribing to a premium Plan. All fees are in € (EUR) and are non-refundable. Fees vary based on the plan, with different pricing schemes for individual users and organizations. Please note that if the credit or debit card you provide to us is in a different currency to that of the listed Fees, the Fees may change when they are converted to your local currency by your payment provider (and your credit card provider may charge for payment in foreign currency).
Sbam reserves the right to determine pricing for the Service. Sbam will make reasonable efforts to keep pricing information published on the website up to date.
You agree that until your paid user account subscription is terminated or expires, you will continue to remain responsible for the subscription payments, even if you do not use our service. Subscription payments are nonrefundable.
Sbam may change the fees for any feature of the Service, including additional fees or charges, by giving you advance notice of changes.
Sbam, at its sole discretion, may make promotional offers with different features and different pricing to any of its customers.
- Electronic Payment
By providing your credit or debit card details to us, you authorise us to bill your credit or debit card immediately for the Initial Term, and on the first day of any Renewal Term. If you provide us with your credit or debit card details during a Trial Period, we will end the Trial Period and immediately begin your paid subscription upon receipt of your payment details. To avoid interruption of the Services, you must let us know about any updates to your payment method.
3.3 Subscription Service and Cancellation Policy
Every subscription automatically renews at the end of the Initial Term or Renewal Term. The length of the Renewal Term will be the same as the length of your Initial Term. If you do not want to renew your subscription, you must let us know by email at least 10 days before end of the Term. If we discontinue or make changes to your Subscription Plan, we will notify you at least 30 days before the end of your Initial or Renewal Term. You can choose between not renewing your subscription or changing to a new Subscription Plan.
3.4 Delinquent Accounts
Sbam may suspend or terminate access to the Service for any account for which any amount is due but unpaid.
In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of the unpaid amount, including collection fees.
4.1 Permission to Use
You are granted limited, non-transferable, non-sub licensable, revocable permission to access and use the features of the Service based on the Plan you are subscribed to.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not:
(a) make modifications to the Service;
(b) interfere with or circumvent any feature of the Service, including any security or access control mechanism.
If you are prohibited under applicable law from using the Service, you may not use it.
You agree that we may freely use, sell, incorporate or otherwise exploit any suggestions, feedback, or request that you provide to us while using the Service.
5. Ownership; Proprietary Rights
The Service is owned and operated by Sbam. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, and all other elements of the Service (“Materials”) provided by us are protected by intellectual property and other laws.
All Materials included in the Service are the property of Sbam or its third party licensors. You may not make use of the Material unless explicitly authorized by Sbam.
Sbam reserves all rights to the Materials not granted expressly in these Terms.
6. Third Party Terms
6.1 Third Party Services and Linked Websites
When you use the Service you may (as a result of, or through, your use of the Services) use a service or download a piece of software or purchase goods, which are provided by a third party.
Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, these Terms do not affect your legal relationship, and you remain responsible for complying with the terms defined by the third party.
By using one of these tools, you agree that Sbam may transfer information to and from the applicable third party service.
Third party services are not managed by Sbam, therefore Sbam is not responsible for any third party service’s use of your exported information.
6.2 Third Party Software
The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components.
Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining third party components under the applicable third party licenses, or to limit your use of Third Party Components under those licenses.
7. User Content
7.1 User Content
Certain features of the Service may permit users to upload content to the Service, including social media posts and other content which may be comprised of messages, reviews, photos, video, images, text, and other types of data.
You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
Nevertheless, we need certain permissions from you in order to provide the Service.
7.6 Monitoring Content
Sbam has no control over any websites or resources provided by companies or persons other than Sbam.
Sbam does not control and does not have any obligation to monitor Users Content.
8. Prohibited Conduct
By using the Service you agree not to:
- use the Services to violate Applicable Law, including Applicable Law about data protection, privacy, or information security;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- interfere with security-related features of the Service, including:
- disabling or circumventing the authentication or authorization of the Service;
- reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- hacking, password “mining”, or any other illegitimate means of interference;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by:
- uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;
- distributing, or otherwise making available user data from our App;
- collecting personal information about another user or third party without consent;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
- sell or otherwise transfer the access granted under these Terms or any Materials (as defined in our Section 5) or any right or ability to view, access, or use any Materials;
- attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
10. Modification of these Terms
Sbam is constantly innovating in order to provide the best possible experience for its users.
You acknowledge and agree that the form and nature of the Service which Sbam provides may change from time to time without prior notice to you.
11. Term, Termination and Modification of the Service
These Terms are effective beginning when you accept the Terms by creating an account on the App, and ending when terminated as described in Section 11.2.
If you violate any provision of these Terms your authorization to access the Service automatically terminate. In addition Sbam may, at its sole discretion, terminate these Terms or your account on the App, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time as provided in Section 3.3 and 3.4.
11.3 Effect of Termination
Upon termination of these Terms:
(a) your license rights will terminate and you must immediately cease all use of the Service;
(b) you will no longer be authorized to access your account or the App;
(c) you must pay Sbam any unpaid amount that was due prior to termination.
11.4 Modification and integration of the Service
If you use the Service in violation of this agreement, we may suspend your use of the Service (in whole or in part).
If we suspend your access to the Service we may refuse to restore it until we receive an assurance from you, in a form that we accept, that there will be no further breach of this agreement.
You agree that you are solely responsible for (and that Sbam has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Sbam may suffer) of any such breach. and you will defend and indemnify Sbam and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with:
(a) your use of, or misuse of, the Service;
(b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
(c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right;
(d) any dispute or issue between you and any third party.
13. Disclaimer; No Warranties
The Service is provided “as is” and Sbam gives you no warranty with respect to it. Service features that interoperate with social networks depend on the availability and functionality of their APIs. If any social network ceases to provide the required data on reasonable terms for the Service, Sbam may cease providing such features upon reasonable prior written notice to you.
No advice or information, whether oral or written, obtained by you from Sbam or through the Service will create any warranty that is not expressly stated in these terms.
No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
14. Limitation of Liability
To the maximum extent permitted by applicable law, whatever the legal basis for the claim, Sbam will not be liable for any indirect damages (including, without limitation, special, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees), damages for lost profits or revenues, business interruption, or loss of business information) due to, resulting from, or arising in connection with these Terms, the Service, Materials, or the failure to perform our obligations.
Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section 14 will apply even if any limited remedy fails of its essential purpose.
15. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and Sbam in the most expedient and cost effective manner, and except as described in Section 15.2, you and Sbam agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:
(a) bring an individual action in small claims court;
(b) pursue an enforcement action through the applicable law;
(c) seek injunctive relief in a court of law in aid of arbitration;
(d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and Buffer will be settled under the Chamber of Commerce of Turin
15.4 Notice of Arbitration; Process
The process must be compliant to the applicable law.
15.5 Modifications to this Arbitration Provision
If Sbam makes any future change to this arbitration provision, other than a change to Sbam’s address, you may reject the change by sending us written notice within 30 days of the change to Sbam’s address for Notice of Arbitration, in which case your account with Sbam will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 15.5 is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 16. will govern any action arising out of or related to these Terms.
16. General Terms
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent.
The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
Throughout these Terms the use of the word “including” means “including but not limited to”.
If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
17.1 Governing Law
These Terms are governed by the laws of the Italian Republic within regard to conflict of European law principles. You and Sbam submit to the personal and exclusive jurisdiction of the state courts located within Turin, for resolution of any lawsuit or court proceeding permitted under these Terms.
17.2 Consent to Electronic Communications
17.3 Contact Information
The Service is offered by Sbam S.r.l. located at C.so Castelfidardo 30/A, ℅ I3P, 10129 Torino (TO), Italy. You may contact us by sending correspondence to that address or by emailing us at email@example.com. You can access an updated copy of these Terms at https://sbam.io/terms
17.5 International Use
Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.