Effective Date: January 17, 2025
These Terms of Service ("Terms") form an integral part of the Agreement which governs the use of the Service provided by Lunara Social Inc., a company registered in Canada, located at 81 Acheson Blvd., Toronto, ON M1C3C4 ("Lunara Social") to the customer defined during registration (the "Customer"). By creating an account or using the Service, the Customer acknowledges and agrees to these Terms and accepts them.
As used in these Terms, unless expressly stated otherwise or evident in the context, the following capitalized terms shall have the following meanings:
1.1 "Social Media Account" means a predefined social media account, such as an Instagram Business account or TikTok Business account, registered with Lunara Social.
1.2 "Affiliate" means an entity which is a subsidiary or parent of, or under common control with, a Party.
1.3 "Agreement" means these Terms together with any subscription orders and any appendices thereto which govern the provision of the Service by Lunara Social and the use of the Service by the Customer.
1.4 "Party" means Lunara Social or Customer separately. Together, they are referred to as the "Parties".
1.5 "Service" means the provision of Lunara Social's software available on a software as a service (SaaS) basis via the Internet on Lunara Social's platform and website and/or by any other means, including any ancillary services provided by Lunara Social.
1.6 "Lunara Software" means Lunara Social's proprietary software, including any changes, updates, upgrades, modifications, and enhancements made thereto, and any related modules, add-ons, tools, and applications as well as any documentation related thereto.
1.7 "Terms of Service" means these terms and conditions applicable to the use of the Service. Lunara Social may update and modify the Terms from time to time and by continuing to use the Service after having been informed of the modification, the Customer accepts the modification. The revised Terms shall enter into force 30 days after the notice of the revised Terms.
2.1 The Service consists of SaaS social media management tools and documentation provided by Lunara Social, used by Customer via the Internet. The Service may be used by the Customer to manage engagement on social media and track revenue attribution from social channels.
2.2 The Service is designed to assist the Customer in managing engagement and optimizing their social commerce strategy, but the Customer remains responsible for how they use the Service and for achieving the intended goals and results of their campaigns.
2.3 Lunara Social is entitled to produce the Service as it deems appropriate. The Service and social media platforms are constantly evolving, and the features made available on the Service may change. In the event of any substantial or major change to the Service, Lunara Social will inform the Customer via email or through the Service.
2.4 The Service does not include telecommunication or networking services or equipment, security services or systems, or hardware. If the Customer requires any of the foregoing, they must obtain such systems, services, and equipment at their own expense from third-party vendors.
2.5 The Customer undertakes not to use the Service for any unlawful purposes and to comply with Lunara Social's reasonable directions and requests related to the Service.
2.6 The Customer is responsible for complying with all laws, rules, and regulations applicable to them, including those related to social media marketing and e-commerce.
2.7 Where the Service makes use of third-party APIs and platforms, the Customer acknowledges that use of such integrations is subject to the respective platform's terms of service.
3.1 Unless otherwise agreed, the Customer shall register before commencing the use of the Service or a free trial. In connection with the registration, the Customer shall sign up to the Service and authorize Lunara Social's access to the Customer's Social Media Accounts and e-commerce platforms. Lunara Social shall confirm the Customer's registration in due course.
3.2 Free trials are available for new customers for a period of 7 days unless otherwise specified.
3.3 Free analyses and demonstrations are available as agreed between the parties.
4.1 Subject to the Customer's compliance with all the terms of this Agreement, Lunara Social grants to the Customer a non-exclusive, non-transferable, limited right to access and use the Service, against due payment of the agreed fees, solely in connection with the registered Social Media Accounts.
4.2 Customer shall not:
i) Attempt to copy, modify, duplicate, create or prepare derivative works from or based upon the Service;
ii) Access any part of the Service to build a product or service that competes with the Service;
iii) Attempt to obtain, or assist third parties in obtaining, unauthorized access to the Service;
iv) License, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorized third party;
v) Reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Lunara Software.
4.3 The Customer agrees and acknowledges that all intellectual property rights in and to the Service and any related documentation are owned and remain vested in Lunara Social or a third party. No intellectual property rights of Lunara Social shall be transferred pursuant to these Terms. Customer-owned materials provided to Lunara Social shall remain the property of the Customer.
4.4 If the Customer comments on the Service or provides suggestions or ideas for improving the Service, all such comments, suggestions, and ideas shall be fully assigned to Lunara Social, and Lunara Social shall own all rights to use and incorporate them into its product offerings.
4.5 The use of third-party solutions shall be governed by their provider's terms and conditions, and this Agreement does not modify or amend such terms.
5.1 Lunara Social's fees are defined during the subscription process and are dependent on the plan selected. No fees are charged for trial periods.
5.2 If the Agreement is terminated as described in Section 9, the current billing period's fee remains due and payable.
5.3 Lunara Social may change the fees with 30 days prior notice. The change shall not affect fees for billing periods commenced before the effective date of the change. In case of a price change, the Customer may terminate this Agreement to end on the effective date of the price change by notifying Lunara Social in writing.
5.4 Fees are processed via secure payment processing, and Customer shall remit payment according to the selected billing cycle. Interest on delayed payments accrues at 1.5% per month or the maximum legal interest rate for late payment, whichever is less.
5.5 Fees are exclusive of applicable taxes and governmental levies. The Customer shall be solely responsible for all taxes and levies imposed on the Customer.
6.1 Lunara Social endeavors to make commercially reasonable efforts to ensure that the Service will be available for use on a 24/7 basis, excluding temporary maintenance, updating, and repairs. Lunara Social does not assume any liability for usage interruptions or breaks but endeavors to inform the Customer of Service issues whenever reasonably possible.
6.2 The warranty does not cover errors or deficiencies attributable to changes made by the Customer, use contrary to these Terms, use contrary to social media platform terms and policies, disturbances due to data network issues, or a service or product not supplied by Lunara Social.
6.3 The Customer acknowledges that the use of the Service is dependent on social media platforms and third-party data providers and that their actions may affect the use of the Service. Lunara Social does not accept any liability for the operation and function of any Customer or third-party products, services, actions, or omissions.
6.4 TO THE EXTENT ALLOWED BY MANDATORY LAW, LUNARA SOCIAL DOES NOT HAVE ANY OTHER RESPONSIBILITY OR LIABILITY FOR THE SERVICE. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND LUNARA SOCIAL EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, CORRECTNESS, AND FITNESS FOR A PARTICULAR PURPOSE.
7.1 Lunara Social will defend or settle any claim made against the Customer for any intellectual property rights violation relating to the Service arising solely from Lunara Social's actions. Customer agrees to promptly notify Lunara Social, allow Lunara Social to control the defense, and cooperate with Lunara Social. Lunara Social shall indemnify Customer for such claim by paying the costs and reasonable attorneys' fees incurred.
7.2 The Customer shall defend or settle any claim made against Lunara Social if such claim arises out of or in connection with the Customer disrupting the Service, infringing third-party intellectual property rights, or user-generated content. Lunara Social agrees to promptly notify the Customer, allow the Customer to control the defense, and cooperate with the Customer. The Customer shall indemnify Lunara Social by paying the costs and reasonable attorneys' fees incurred.
7.3 Lunara Social shall have no obligations under this Section 7 if the infringement claim arises from the Customer's combination of the Service with other software or services, Customer's modification to the Service, or information provided by the Customer.
7.4 The foregoing remedies constitute Customer's sole and exclusive remedies and Lunara Social's entire liability with respect to third-party infringement claims.
7.5 NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH THE SERVICE OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST BUSINESS OPPORTUNITIES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.6 EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES RECEIVED BY LUNARA SOCIAL FROM THE CUSTOMER UNDER THE APPLICABLE SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
7.7 THE LIMITATIONS SET FORTH IN SECTIONS 7.5 AND 7.6 SHALL NOT APPLY TO A VIOLATION OF SECTION 4.2 OR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTIONS 7.1 AND 7.2.
8.1 Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential. This confidentiality obligation does not apply to material and information that is generally available, received from a third party without any obligation of confidentiality, or was in the possession of the receiving Party prior to receipt from the other Party.
8.2 Lunara Social may collect and analyze Customer's engagement data and trends as well as revenue attribution data but may only disclose this data if it is de-identified or not attributable to any individual or company.
8.3 Each Party shall, upon termination of the Agreement, cease using confidential material and information received from the other Party and, unless separately agreed upon, return the material in question.
8.4 The confidentiality and non-use obligations will remain in force for five (5) years from the disclosure of each respective confidential material and/or information except for trade secrets.
9.1 The Agreement commences upon Customer's registration and continues on a subscription basis until terminated.
9.2 The Customer may terminate the Agreement and the use of the Service with immediate effect by canceling their subscription through the Service interface or by providing written notice to Lunara Social at support@lunarasocial.com.
9.3 Lunara Social may terminate the Agreement and the use of the Service for convenience upon 30 days prior written notice by email.
9.4 Either Party may terminate the Agreement with immediate effect if the other Party is in material breach of its obligations and fails to remedy such breach within 14 days of written notice.
9.5 Upon expiration or termination of the Agreement, the Customer must cease the use of the Service and return or destroy Lunara Social's material in its possession.
9.6 No paid fees will be returned by Lunara Social upon termination, and the Customer must pay the fees past due at the effective date of termination.
10.1 The Customer must observe and comply with all privacy and data protection laws, including GDPR where applicable. The Customer is responsible for complying with terms related to their use of customer/contact databases and privacy policies.
10.2 Lunara Social processes Personal Data on behalf of the Customer as a data processor. If required by applicable legislation, the Data Processing Policy attached as Annex A applies.
10.3 Lunara Social may collect and process Personal Data regarding the Customer's personnel and/or other representatives as a data controller for account management purposes. Such processing is described in Lunara Social's Privacy Policy.
10.4 The Customer agrees to the applicability of the Data Processing Agreement (DPA) between the Parties where required by law.
10.5 Information collected from the user's device may include device identifiers, browser information, IP address, and session activity data for security, analytics, and performance optimization purposes.
11.1 The Agreement will be governed by the laws of Ontario, Canada, excluding its provisions relating to the choice of law.
11.2 Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be attempted to be resolved through good faith negotiations. If such negotiations fail, disputes shall be finally settled by arbitration in accordance with the Arbitration Rules of the ADR Institute of Canada. The proceedings shall take place in the English language in Toronto, Ontario.
11.3 Existence of arbitral proceedings, the proceedings, any material presented or drafted in relation to the proceedings, and the verdict shall be considered confidential.
12.1 Lunara Social is entitled to change the working methods, hardware, data communication links, software, user interface, or other system components used in providing the Service. Lunara Social may also use subcontractors.
12.2 Lunara Social is entitled to use the Customer's name and logo as a reference for advertising purposes.
12.3 Neither Party may assign this Agreement without the other Party's prior written consent. However, Parties may assign this Agreement in whole or in part to its Affiliates or in connection with a merger or acquisition.
12.4 No provision or right under this Agreement shall be considered waived without an explicit written statement or agreement signed by the waiving Party. A waiver of any term or right under this Agreement shall not be construed as a waiver of any other term or right.
12.5 Neither Party shall be liable for any failure to perform obligations (except payment obligations) under this Agreement during any period in which performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, or governmental intervention (a "Force Majeure"). The delayed Party must promptly provide the other Party with written notice of the Force Majeure.
12.6 This Agreement and the information submitted by the Customer during the registration process constitute the entire agreement with respect to its subject matter and replace and supersede any prior communications.
12.7 If any provision herein is held to be invalid or unenforceable, it will be reformed to the extent necessary to render it valid and enforceable.
12.8 Headings in these Terms are for convenience only and shall not affect the interpretation of the Agreement.
The General Data Protection Regulation (GDPR) is a set of privacy rules that apply to the processing of personal data. The purpose of Lunara Social's Data Processing Policy (Policy) is to explain how Lunara Social collects, processes, and protects client data and how Lunara Social intends to comply with applicable data protection laws.
Lunara Social regards the lawful and correct processing of personal data as essential to successful business operations and maintaining confidence with clients, partners, and stakeholders. Lunara Social is committed to ensuring that personal data is processed lawfully and appropriately.
Lunara Social's solution automates the management of social media interactions at scale, while maintaining quality engagement. Actions taken based on user-generated content include:
In order to provide the Services, Lunara Social processes personal data on behalf of the Client as a data processor. Lunara Social may also process certain personal data relating to the Client relationship as a data controller for account management and billing purposes only.
The Client is responsible for the lawful collection, processing, use, and accuracy of Personal Data. The Client shall inform individuals about the processing of their Personal Data by Lunara Social and obtain their consent if necessary.
Lunara Social will provide reasonable assistance to the Client to respond to requests from individuals exercising their data protection rights. Lunara Social will assist the Client in ensuring compliance with data protection obligations, including security and data protection assessments.
The Client accepts that Lunara Social may process Personal Data outside the Client's country of domicile. Lunara Social provides appropriate safeguards for data transferred internationally.
The Client has the right to audit Lunara Social's facilities and processing activities to ensure compliance with data protection obligations, subject to reasonable notice and confidentiality requirements.
Lunara Social is authorized to involve subprocessors to process Personal Data in connection with providing the Services. Lunara Social maintains a list of subprocessors and will notify Clients of material changes.
Lunara Social will inform the Client of any data breaches without undue delay and provide relevant details to enable the Client to meet its regulatory obligations.
Lunara Social will delete Personal Data after the termination or expiry of the Agreement, except where legally required to retain it or as otherwise agreed with the Client.
For questions about these Terms of Service, please contact us:
Email: support@lunarasocial.com
Address: Lunara Social Inc., 81 Acheson Blvd., Toronto, ON M1C3C4, Canada
Phone: +1 (604) 366-7579