Simple Social Terms and Conditions of Service

Introduction

These Terms of Conditions of Service (“Terms”) describe the commitments to you made by Simple Social (which is the trading name of Barroux Pty Ltd, an Australian Company), and your rights and responsibilities when using our services. 

Terms of Service

These Terms govern your access to and use of Simple Social, including the website, web app and iOS app (collectively, “Services”). Our Services are offered subject to your acceptance, without modification, of all of the terms and conditions in this document and all other operating rules, policies (including, without limitation, Simple Social’s Privacy Policy), and procedures that may be published from time to time by Simple Social (collectively, the “Agreement”). You agree that we may automatically upgrade our Services, and the Agreement will apply to any upgrades. Please read the Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to become bound by the Agreement. If you do not agree to all the terms of the Agreement, then you may not access or use our Services.

1. Parties

Throughout these Terms, “you” applies to both individuals and entities that access or use our Services. If you are an individual using our Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Agreement and that by using our Service(s), you are accepting the Agreement on behalf of that entity. Your Agreement is with Barroux Pty Ltd, a registered Australian company, which trades as Simple Social. We refer to “Barroux Pty Ltd” as “Simple Social” or “we” throughout these Terms.

2. Your Account

Where use of our Services requires an account, you agree to provide us with complete and accurate information when you register for an account and keep the information current. This is important because sometimes we may need to send you updates (for example, about changes to our Terms and Conditions of Service or Privacy Policy), or we may want to provide you with information in response to legal inquiries or complaints.

You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your account information up-to-date and for keeping your password secure.

You are responsible for maintaining the security of your account and any Service-related content, and you are fully responsible for all activities that occur under your account and any other actions taken in connection with our Services, including posts and information given to our social media providers. You shall not share or misuse your access credentials. You must immediately notify us of any unauthorised uses of your account, or of any other breach of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

3. Minimum Age Requirements

Access to and use of our Services is only for those over the age of 13 (or 16 in the European Union). If you are younger than this, you must not register for or use our Services.

Any person who registers as a user of our Services or provides their personal information to our Services represents to us that they are 13 years of age or older (or 16 years or older in the European Union).

4. Responsibility of Users

We have not reviewed, and cannot review, all of the content (such as, but not limited to, text, photo, video, audio, code, or other materials) posted via our Services by users or anyone else (“Content”) and are not responsible for any use or effects of such Content. So, for example:

  • We do not endorse any Content or represent that Content is accurate, useful, or non-harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights (see our Copyright Infringement and DMCA Policy section to submit copyright complaints), or other proprietary rights of third parties.
  • If you post Content via our Services you are entirely responsible for the Content, and any harm resulting from that Content or your conduct.
  • We disclaim any responsibility for any harm resulting from anyone’s use or downloading of Content. If you access or use any Content, you are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and all other harmful or destructive content.
  • We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and any other users of our Services.
  • Please note that additional third party terms and conditions may apply to Content which has been posted using our Services.

5. Fees, Payment, and Renewal

Fees for Paid Services. Some of our Services may be offered for free. Others require the payment of a fee (“Paid Services”). By using a Paid Service, you agree to pay the specified fees (for example, Simple Social Subscription). Depending on the Paid Service, there may be one-time fees or recurring fees. For recurring fees, we will bill or charge you in regular, automatically-renewing, intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.

Taxes. All fees are subject to payment by you of Australian Goods and Services Tax, which is fixed at 10%. Otherwise to the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonised or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.

Payment. If your payment fails or if Paid Services are otherwise not paid for or paid for on time, we may immediately cancel or revoke your access to the Paid Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we may revoke your access to our Services in general.

Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorise us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any Taxes). By default, your Paid Services will be renewed for the same interval of time as your original subscription period. We may charge your account up to one month before the end of the subscription period. The date for the automatic renewal is determined automatically based on the date of the original purchase and cannot be changed. You can view your renewal date for Simple Social Paid Services by visiting your Account page within Simple Social.

Cancelling Automatic Renewal. You can manage and cancel your Paid Services using the Account Page within Simple Social. Removal of all payment methods in your Simple Social Account will result in automatic cancellation at the end of the period you’ve paid for.

Fee Changes. We may change our fees at any time, or start charging fees for Services that were previously free. When applicable, we may give you advance notice of the fee changes. If you do not agree with the fee changes, you must cancel your Paid Service to avoid incurring the fees.

Refunds. While you may cancel a Paid Service at any time, refunds are issued in our sole discretion, unless otherwise required by applicable law.

6. General Representation and Warranty

You represent and warrant that your use of our Services:

  • Will be in strict accordance with these Terms;
  • Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, the transmission of technical data exported from Australia or the country in which you reside, the use of financial services, notification and consumer protection, unfair competition, and false advertising);
  • Will not use the Services for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities;
  • Will not infringe or misappropriate the intellectual property rights of any third party;
  • Will not overburden Simple Social’s systems, as determined by us in our sole discretion;
  • Will not disclose sensitive personal information of others;
  • Will not be used to send spam or bulk unsolicited messages;
  • Will not interfere with, disrupt, or attack any service or network; and
  • Will not be used to create, distribute, or enable material that is - or that facilitates or operates in conjunction with - malware, spyware, adware, or other malicious programs or code.

7. License

License. By posting Content with Simple Social, you grant Simple Social a world-wide, royalty-free and non-exclusive license to reproduce, modify, adapt and publish the Content for the purpose of displaying, distributing, and promoting your use of Simple Social, social media profiles, or posts.

8. Copyright Infringement

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. It is a violation of these Terms to use our Services to post or distribute material that infringes on any third party’s copyright.

9. Intellectual Property

The Agreement does not transfer from Simple Social to you any Simple Social or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Simple Social. Simple Social, and all other trademarks, service marks, graphics, and logos used in connection with Simple Social or our Services, are trademarks or registered trademarks of Simple Social. Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Simple Social or third party trademarks.

10. Third Party Services

In using the Services, you warrant that you understand Simple Social is a tool which posts to connected third-party social media providers (such as Facebook), where you have given us permission to post to your connected third-party accounts (“Third Party Services”). You agree to comply with any Terms and Conditions and Policies set out by Third Party Services.

If you connect any Third Party Services to your Simple Social Account, you understand that:

  • Third Party Services are not vetted, endorsed, or controlled by Simple Social.
  • Any use of a Third Party Service is at your own risk, and we shall not be responsible or liable to anyone for Third Party Services.
  • Your use is solely between you and the respective Third Party and will be governed by the Third Party’s terms and policies. It is your responsibility to review the Third Party’s terms and policies before using a Third Party Service.
  • Some Third Party Services may request or require access to your (yours, your visitors’, or customers’) data, for example, via a pixel or cookie. If you use the Third Party Service or grant access, your data will be handled in accordance with the Third Party’s privacy policy and practices. We do not have control over how a Third Party Service may use your data. You should carefully review Third Party Services’ data collection, retention, and use policies and practices before enabling Third Party Services.
  • If you have questions or concerns about how a Third Party Service operates, or need support, please contact the Third Party directly.

In rare cases, we may at our discretion, suspend, disable, or remove Third Party Services from your account or website.

11. Changes

We are constantly updating our Services and that means sometimes we have to change the legal terms under which our Services are offered. These Terms may only be modified by a written amendment signed by an authorised executive of Simple Social, or by the publishing by Simple Social of a revised version of these Terms. If we make changes that are material, we will let you know by posting on our website, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period, or once the changes become effective. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.

12. Termination

We may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. We have the right to, in our sole discretion, (i) terminate or deny access to and use of any of our Services for breach of these Terms, or (ii) refuse or remove any Content that, in our opinion, violates any Simple Social policy or is in any way harmful or objectionable, or (iii) terminate use of any of our Services if we believe your account’s storage or bandwidth usage is excessive and/or burdens our systems, or (iv) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any amounts previously paid in the event of termination.

If you wish to terminate the Agreement or your Simple Social account, you may simply discontinue using our Services, or, if you are using a paid service, you may cancel at any time, subject to the Fees, Payment, and Renewal section in these Terms.

All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Disclaimer of Warranties

Our Services are provided “as is.” Simple Social and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Simple Social, nor its suppliers and licensors, makes any warranty that our Services will be error free, including erroneous posting to connected Third Party Services, or that access thereto will be continuous or uninterrupted.

14. Jurisdiction and Applicable Law.

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of Victoria, Australia, excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services will be the state and federal courts located in Victoria, Australia.

15. Mediation and Arbitration Agreement

Any dispute, controversy or claim arising out of, relating to or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be resolved by mediation in accordance with the ACICA Mediation Rules. The mediation shall take place in Melbourne, Australia and be administered by the Australian Centre for International Commercial Arbitration (ACICA).

If the dispute has not been settled pursuant to the Mediation Rules within 60 days following the written invitation to mediate or within such other period as the parties may agree in writing, the dispute shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The arbitration shall be held in Melbourne, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.

16. Limitation of Liability

In no event will Simple Social, or its suppliers, partners, or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable principle for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Simple Social under the Agreement during the twelve (12) month period prior to the alleged cause of action, whichever is greater. Simple Social shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

17. Indemnification

You agree to indemnify and hold harmless Simple Social, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including legal fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services and Content that you post.

18. Translation

These Terms were originally written in English (AUS). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms and the English version, the English version will prevail.

19. Miscellaneous

The Agreement constitutes the entire agreement between Simple Social and you concerning the use of Simple Social’s Services. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under the Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Simple Social may assign its rights under the Agreement without condition. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.