Acceptance of terms
By accessing, registering for and/or using the CARMA products, software, dashboards, platforms and/or services (“Services”) in any manner you agree to these terms and conditions (“Terms”).
If you do not agree to the Terms, do not use the Services. The Services are offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time by CARMA related to the Services, which shall be incorporated herein by reference.
For the avoidance of doubt, “CARMA”, “we”, “our” and “us” shall mean the CARMA contracting entity under the order form signed between you and CARMA (“Service Order Form”). These Terms apply exclusively. Contractual terms and conditions of you, the client, shall not apply. Counter-confirmations of the client with reference to their own terms and conditions are expressly rejected.
Changes
CARMA can change, update, or add or remove provisions of these Terms, at any time by posting the updated terms. Following such changes, you will be required to verify that you have read and agree to the revised terms. By using CARMA Services after CARMA has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using CARMA Services.
The use of certain CARMA Services may be governed by separate expressly designated legal notices or terms to which you must agree before using the Services. These expressly designated legal notices or terms are incorporated into these terms and supersede any provision(s) of these terms that are expressly designated as being superseded.
If any authority decides that some of these Terms are unlawful, the rest of the Terms will continue to apply.
Conditions of use and Code of Conduct
By agreeing to these Terms, you’re agreeing that, when using the CARMA Services, you will follow these rules:
i. Don’t do anything illegal or try to generate or share content that is illegal.
ii. Don’t engage in any activity that exploits, harms, or threatens to harm children.
iii. Don’t send spam or engage in phishing or try to generate or distribute malware. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, social security or national ID numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit. Malware includes any activity designed to cause technical harm, such as delivering malicious executables, organizing denial of service attacks or managing command and control servers.
iv. Don’t publicly display or use CARMA Services to generate or share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, self-harm, or criminal activity).
v. Don’t engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretenses, impersonating someone else, creating fake accounts, automating inauthentic activity, generating or sharing content that is intentionally deceptive).
vii. Don’t engage in activity that is harmful to you, CARMA’s Services, or others (e.g., transmitting viruses, stalking, trying to generate or sharing content that harasses, bullies or threatens others, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others).
viii. Don’t violate or infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, or taking photographs or video/audio recordings of others without their consent for processing of an individual’s biometric identifiers/information or any other purpose using any of CARMA’s Services).
ix. Don’t engage in activity that violates the privacy of others.
x. Don’t help others break these rules.
How We Use Personal Data
CARMA uses the data we collect to provide you with the best Services. In particular, we use data to:
- Provide our Services, which includes securing, and troubleshooting, as well as providing support. It also includes sharing data, when it is required to provide the service or carry out your request.
- Improve and develop our Services.
- Customise our Services and make recommendations.
We also use the data to operate our business, which includes analyzing our performance, meeting our legal obligations, developing our workforce, and doing research.
Data Restrictions
You may not share with us information prohibited by supplemental terms or policies. In addition, you may not send to us, or use CARMA Services to collect from people, information that: (i) you know or reasonably should know is from or about children; or (ii) includes health, financial, biometrics or other categories of similarly sensitive information (including any information defined as sensitive under applicable law); (b) you are sending financial information for the express purpose of effecting a financial transaction either with us or as enabled by a CARMA Services.
Indemnification
We will defend any action brought by a third party against you to the extent that the action is based on a claim that our Services as used within the scope of these Terms, directly infringes such third party’s intellectual property rights, and we shall hold you harmless from any liability for any costs and damages ordered by a court as a result of such action or resulting from a monetary settlement thereof, provided that (A) you notifiy us promptly in writing of the action (and all prior claims relating to such action), (B) we are given sole control of the defense and all negotiations for settlement or compromise of the action provided it releases you of all liability, and (C) you reasonably cooperates with us in such defense, including without limitation making available to us all relevant documents and other information in your possession and by making your personnel available to testify or to consult with us or our attorneys. We will have no obligation to indemnify you for any third-party software procured by you as may be indicated on the Service Order Form. The claims against you based on this section can be brought within one (1) year from the expiry or termination of these Terms.
You shall defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your (i) uploading, provision, or use of any content (including any third-party content submitted by you through the Services) and/or (ii) use of the Services is in breach of these Terms, infringes or misappropriates the Intellectual Property Rights of a third party or violates applicable law, and shall indemnify us for any damages, attorney fees and costs incurred in connection therewith; provided we promptly give you written notice of the claim, demand or notice of suit or proceeding brought against us (provided that you may not settle the claim against us unless it releases us of all liability) and provide you with reasonable assistance atyour expense.
Limitation of Liability
We will have no liability or obligation with respect to any infringement or misappropriation claim based upon: (A) any use of the Services not in accordance with the Terms or for purposes not intended by us, (B) any use of the Services in combination with other products, equipment, software or data not supplied by us (C) any modification of the Services made by any person other than us where such modification is not authorized by us.
In no event shall CARMA and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, failure to adhere to applicable laws and regulations, negligence or other tortious action, arising out of or in connection with the use or performance of software, documents, provision of or failure to provide services, or information available from CARMA’s Services.
Furthermore, CARMA shall not be liable:
- For any event which was reasonably beyond our control.
- For any event and/or omissions permitted by applicable laws.
- If you are in breach of these Terms.
Despite careful content control we do not accept responsibility for any externally provided content or for the contents of linked sites which are the responsibility of their own operators.
You may be protected by protection laws and regulations, which guarantee you rights that no company’s terms can overrule. If there is any inconsistency between those laws and regulations and these Terms, such mandatory protection laws and regulations will override.
Content license and permission tokens from you
You own your content and you grant us a non-exclusive, worldwide, terminable and royalty-free license during the term to use such content (including any third-party content submitted by you through the Services) to the extent necessary to provide the Services to you pursuant to these Terms. This license includes the right to access and use such content in the manner permitted by these Terms.
If you provide, as part of your use of our Services or as part of the Customer Content which you submit, store, post, publish or distribute on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that we may use such photograph or other materials for the sole purpose of providing the Services.
You understand that we, in performing the required technical steps to provide the Services to you, may (A) transmit or distribute your content over various public networks and in various media; and (B) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, social media platforms, devices, services or media. You agree that this license shall permit us to take these actions.
You acknowledge that provision of our Services (or particular features within the Services) may be conditioned upon and subject to (A) you giving us appropriate access level to your social media content by providing respective social media platform access permissions; and (B) you having appropriate user permissions or roles within the respective social media platform. As a result, when using our Services, you may be required to grant CARMA certain permissions (through a dedicated permission token or a similar permission mechanism) to allow the Services access specific information and perform the requested actions.
You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license, access and permissions to CARMA.
You may choose to share any ideas, feedback or suggestions regarding the Services (“Feedback”) with us. To the extent you provide any Feedback to us, you hereby grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license (with the right to grant sublicenses) to use, make, sell and otherwise exploit in any manner such Feedback without payment of any compensation to you.
Third Party Claims
You are solely responsible for responding to any third-party claims regarding your use of CARMA Services in compliance with applicable laws (including, but not limited to, trademark, patent and copyright infringement).
Intellectual Property Rights
Definitions and interpretation
Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in confidential information, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing
Foreground Intellectual Property means all Intellectual Property Rights and other matter capable of being the subject of intellectual property rights that is conceived, first reduced to practice or writing or developed in whole or in substantial part during the term of the Service Order Form.
Background Intellectual Property means any and all Intellectual Property Rights that are not Foreground Intellectual Property, owned or controlled by the relevant party or licensed to the relevant party prior to or outside the scope of the Service Order Form and/or these Terms.
Know-how means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to the business of CARMA (whether written or in any other form and whether confidential or not).
As such:
(a) All Background Intellectual Property used in connection with the Terms shall remain the property of the party who owns it or the third party who licenses it to that party as at the date of the Terms.
(b) All Intellectual Property Rights in and to the Services and any Know-how belongs to and shall remain vested in CARMA at all times. To the extent that you or any person acting on your behalf acquires any Intellectual Property Rights in the Services or any Know-how (in whole or in part), then you shall assign or procure the assignment of such Intellectual Property Rights and/or Know-how with full title guarantee (including by way of present assignment of future Intellectual Property Rights and/or Know-how) to CARMA or such third party as Carma may elect. The Client shall execute all such documents and do such things as CARMA may consider necessary.
(c) Any Foreground Intellectual Property which is developed solely by a party during the term of Service Order Form and shall be the sole property of that party.
(d) Notwithstanding the above, any Foreground Intellectual Property which is developed (in whole or in part) as a result of or in connection with the Services shall be the sole property of CARMA.
(e) To the extent any Foreground Intellectual Property is developed by the parties jointly then such Foreground Intellectual Property shall be the sole property of CARMA.
(f) If you becomes aware that:
(i) a third party may be infringing any Intellectual Property Rights in either the Foreground Intellectual Property or the Background Intellectual Property; or
(ii) proceedings have been commenced or threatened by any third party in which the validity or use of the Foreground Intellectual Property or the Background Intellectual Property is challenged,
You shall promptly notify CARMA in writing and CARMA shall decide on a course of action for the parties to follow.
(g) Each party shall sign all such documents as may be required of it to enable the other party to use the Foreground Intellectual Property and Background Intellectual Property in accordance with these Terms.
(h) Except for the rights expressly granted under these Terms, you any authorised user shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and/or in the Know-how and no Intellectual Property Rights or Know-how of CARMA shall be transferred or licensed as a result of these Terms.
Payments
In accordance with your Service Order Form, the following shall apply:
Fees: You agree to pay all applicable fees related to your use of CARMA Services all of which are described fully on the invoice or as otherwise communicated by us. We may suspend or terminate your account and/or access to the Services if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us and/or our third-party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on the particular services you use. You agree that we may invoice you any unpaid fees.
Invoicing: We will invoice you for the fees in the currency set forth on the applicable Service Order Form. All undisputed invoices are payable by the due date as defined in the service form. Any disputed amounts will not affect payment of non-disputed amounts. You will make payments to the entity and address set forth in the invoice.
Taxes: You are responsible for paying all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the use of CARMA product(s) and/or service(s), as the case may be, including all sales, value added, and excise taxes, customs duties, and assessments, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority, including local, federal, state, provincial, municipal, and foreign governmental authorities (collectively, “Taxes”) associated with your use of CARMA product(s) and/or service(s). All appropriate amount(s) will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required to deduct or withhold any Taxes from such payments, then the sum payable will be increased as necessary so that, after making all required deductions and withholdings, we receive an amount equal to the sum we would have received had no such deduction or withholding been made.
Termination
The Terms will continue to apply during the term stipulated in your Service Order Form, if no such term is stipulated, until terminated as set out below.
During the term stipulated in your Service Order Form, each you or CARMA may only terminate the Terms for the following reasons:
(A) if the other party has materially breached any provision of the Terms and failed to cure the breach (where such breach is capable of being cured) within a reasonable cure period provided by the other party, or has acted in a manner which clearly shows that it does not intend to or is unable to comply with the Terms; or (B) a party is required to do so by law (for example, where the performance of the Terms is or becomes unlawful); For the purposes of the Terms, your failure to make timely payments under the Terms will be considered a material breach of the Terms if the due amount remains unpaid (fully or partially) more than 90 days after the payment due date.
In the event of material breach, CARMA reserves the right to suspend or block your access to the Services and refuse to provide you with any further access to it.
When the Terms ends, all of the legal rights, obligations and liabilities that you have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) and/or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of herein shall continue to apply to such rights, obligations and liabilities indefinitely.
Further, you understand and agree that if you, despite the termination or expiration of the Terms for any reason, continue using the Services (e.g. in a situation when your fixed-term Service Order Form for the Services expires), the terms and conditions of the Terms (including the payment terms) will continue to apply, and you undertake to pay for the use of the Services by you or your end-users in accordance with the agreed payment terms.
Confidentiality
You and CARMA may exchange confidential information (“Confidential Information”) in the course of your negotiation and use of the CARMA product(s) and/or service(s). CARMA’s Confidential Information may include, but is not limited to, non-public information about our pricing, personnel, or partnerships, our products, our technology, or other non-public information we identify as confidential. Your Confidential Information includes non-public information about your policies, personnel (including names and email addresses of your authorized users), or plans or strategies (such as marketing plans or social strategies you may share with CARMA in the course of our delivery of our services). Information will not be considered Confidential Information if (a) it was lawfully in the recipient’s possession before receiving it from the discloser; (b) it is provided in good faith to the recipient by a third party without breaching any rights of the discloser or any other party; (c) it is or becomes generally available to, or accessible by, the public through no fault of the recipient; or (d) it was or is independently developed by the recipient without reference to the discloser’s Confidential Information. In the event that the recipient or any representative of the recipient becomes legally compelled (by law, rule, regulation, or court) to disclose any of the Confidential Information, the recipient will (if permitted to do so) provide the discloser with notice of such circumstances and will limit such disclosure to the required disclosure.
Force Majeure
Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under these Terms which include but is not limited to acts of God; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockdowns or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts (“Force Majeure”). Inability to pay and settle invoices is not Force Majeure.
Third Party Service
Sometimes when you use the Services, 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 another person or company. 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, the Terms do not affect your legal relationship with these other companies or individuals and you remain responsible for complying with the terms of use of such third party services, software or goods. If you use third parties’ services, software or goods while using the Services, you declare that you act in compliance with their terms of use. In particular, if you use Facebook, X or YouTube while using the Services or buy Talkwalker services through us, you must comply with the applicable:
Facebook: https://www.facebook.com/terms.php
Talkwalker: https://www.talkwalker.com/terms-of-service
Youtube: https://www.youtube.com/t/terms
Marketing: Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a client of ours and may use your name(s) and logo(s) in: (a) CARMA’s digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects and at trade shows, conferences, and similar events.
Passwords and Credentials: You are responsible for maintaining the confidentiality of your CARMA password (if applicable) and any third-party site password (if applicable) (collectively, “Passwords”), and you are responsible for all activities that occur using your Passwords. You agree not to share your Passwords, let others access or use your Passwords or do anything else that might jeopardize the security of your Passwords. You agree to notify CARMA if any of your Passwords is lost, stolen, if you are aware of any unauthorized use of your Passwords regarding the Services or if you know of any other breach of security in relation to the Services.
Miscellaneous
If any part of these Terms is found to be invalid, unlawful or unenforceable by a court of a competent jurisdiction, such part shall to that extent be severed from the remaining parts of these Terms which shall not be affected and remain in full force and effect.
Any failure by CARMA to exercise or enforce any right or provision of the conditions of use shall not constitute a waiver of such right or provision, and CARMA shall still be entitled to use its rights and remedies at a later date or in any other situation where you breach these Terms.
CARMA may, at its option, cede, assign, or otherwise transfer any or all of its rights and obligations under the Terms to any third party or parties at any time.
These Terms are provided in English. If CARMA has provided you with a translation of the English language version of the Terms, you agree that the translation is provided only for your convenience, and that the English language versions of the Terms will govern your relationship with CARMA. If there is any contradiction between the English language version of these Terms and the translation, the English language version shall take precedence.
Insurance
CARMA has and will maintain industry-standard insurance policies. No more than once annually, you can obtain a copy of our current insurance certificate showing our existing coverage upon request.
Notices
(a) Any notice to be given under these Terms shall be:
(i) in writing and in English;
(ii) signed by or on behalf of the party giving it except for notices sent by email; and be sent to the relevant party at the address set out in the relevant invoice or order form or such other address as that party may from time to time notify to the other party
Warranties; Exclusions
Services features that interoperate with social media networks depend on the continuing availability of those social media network’s APIs, data, application, programs and services for use with the Services. If any social media network ceases to make its APIs, data, application, programs or services available on reasonable terms for the Services, we may cease providing such Services upon reasonable prior written notice to you. We are not liable or responsible for the quality, accuracy or truthfulness of services or information obtained from social media networks and used within the Services or for interruption of access to such information caused by downtime or unavailability of the social media networks. Social media network content is not created or edited by CARMA or its affiliates. CARMA expressly disclaims and has no responsibility or liability for any social media network content that may be collected, received or created by you or your end-users in use of the Services.
In particular subject to the aforementioned and/or third party content, CARMA, its subsidiaries and affiliates, and licensors do not represent or warrant to you that (A) your use of the Services will meet your requirements; (B) your use of the Services will be uninterrupted, timely, secure or free from error; (C) any information obtained by you as a result of your use of the Services will be accurate or reliable; and (D) that defects in the operation or functionality of any software used to provide the Services will be corrected.
Nothing in the Terms shall affect those statutory rights that you cannot contractually agree to alter or waive.
Non-solicitation
Neither you nor us shall, while these Terms are in effect and for a period of six months after termination or expiry of these Terms and applicable Service Order Form, endeavour to entice away, employ or offer to employ any person who is during that period employed by the other party, whether or not the person would commit a breach of his or her contract of employment by being enticed or accepting employment with either you or CARMA.
Law and Jurisdiction
Unless you and CARMA otherwise agreed in writing, the validity, construction and performance of these shall be governed by the laws of the CARMA entity reflected on the relevant Service Order Form and/or invoice.
Dispute Resolution
Unless you and CARMA otherwise agreed in writing, the parties shall use all reasonable endeavours to reach a negotiated resolution of any dispute within seven days of such dispute arising. If the dispute has not been resolved, then either party may issue formal legal proceedings, and such proceedings shall be subject:
The courts of United Arab Emirates, if the Service Order Form is made by and between you and CARMA in the UAE.
The courts of the Republic of Singapore, if the Service Order Form is made by and between you and CARMA in Asia.
The courts of the United Kingdom, if the Service Order Form is made by and between you and CARMA in the UK, Scotland, Ireland or Wales.
Entire Agreement
These Terms, including the Service Order Form as applicable to the Services, constitute the entire agreement between you and CARMA for your use of CARMA Services. Any prior understandings, statements or and agreements (oral or written) (including any prior non-disclosure or confidentiality agreements or similar) do not apply. These Terms are binding to you, CARMA and their permitted successors and assigns. A person who is not party to these Terms has no right to enforce any of them.
These Terms were last revised on December 31st, 2024.
