Effective as of 1st of October 2020
This Terms of Service Agreement explains the terms and conditions under which you can use the Platform and Services provided by NextCode AB. Please read this Terms of Service document carefully and keep a copy of it for your reference.
BY USING OUR SERVICES OR ACCESSING ANY CONTENT THAT IS MADE AVAILABLE BY NEXTCODE AB YOU EXPRESS YOUR AGREEMENT TO BE LEGALLY BOUND BY OUR TERMS OF SERVICE STATED IN THIS DOCUMENT, SO PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES AS YOU ARE ENTERING INTO A BINDING CONTRACT WITH NEXTCODE AB, ORG.NR.: 559162-3573, VASAGATAN 36, 111 20, STOCKHOLM, SWEDEN. IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE OR ACCESS OUR SERVICES.
These Terms do not interfere with any obligation or authorization provided in any other agreement concluded between you and NextCode AB.
1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms of Service Agreement:
‘Terms/Agreement’ refers to the latest version of this Terms of Service Agreement document.
‘Site’ refers to the website of the Celebian available at <https://celebian.com/> or any other URL which may host Celebian websites or Services.
‘Platform’ refers to Site and Services collectively.
‘User/You’ refers to any person using or accessing our Platform.
‘We/Us/Celebian’ refers to NextCode AB, the Site, and their partners and affiliates.
‘Third-Party’ refers to any application, website, natural or legal entity other than Celebian.
‘Content’ refers to all images, text, audio and video data or any other information located on the Platform.
‘User Data’ refers to the Content provided by Users.
‘Services’ refers to the services provided by NextCode AB, through Celebian as advertised on the Site.
‘Software’ refers to the applications and functionalities provided with the Services.
‘Subscription Period’ refers to the period of time for which your subscription with us is active.
‘Subscription Fee’ refers to the cost of the Subscription for the selected Subscription Period.
‘Effective Date’ refers to the date on which the payment of the Subscription Fee is processed.
‘Information’ refers to information about the Users themselves provided for the purpose of using our Services, contacting support or anonymous statistical information collected from the Users through cookies or third-party services.
‘Confidential Information’ refers to all information disclosed between the parties of this Agreement in relation to the Services, and especially, without limiting, Content available only for registered Users. Confidential Information does not cover information that was known to either party prior to disclosure, information that was made available to the public or information which is intended and disclosed for the purpose of publishing.
(A) The Scope of the Services
2.1 Celebian offers a Platform through which Users are able to utilize online Software, purchase social media ‘likes’, ‘views’, ‘followers’ and other services fully described on the Site. Access to these Services is available upon registration which is done through proper forms on the Site.
2.2 Celebian cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Celebian cannot and does not guarantee the 100% uptime for its Services. Services may be down (i) for scheduled maintenance, (ii) force majeure events, (iii) for specific Users because of the account suspension or termination, (iv) internet problems outside of Celebian area of influence, (v) bugs in code, hardware or Services without a commercially know fix. Celebian does not guarantee in any way the number of ‘likes’, ‘views’ or ‘followers’ a User may receive from the use of our Services.
2.3 During the Subscription Period, Celebian undertakes to provide customer support to the User as necessary and within its possibilities. User agrees that Celebian is not responsible for issues whose cause does not come out of the Services, Software or Platform.
2.4 By registering for the use of the Services, you confirm that you are at least 18 years of age. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. By using our Services, you confirm that (i) you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms of Service and have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, and information which is otherwise compatible with these Terms and maintain the accuracy of these information, (iii) that you will not use Services contrary to these Terms or applicable laws or regulations
2.5 We may not control who uses the Platform, so it is upon you to assess whether using the Platform is in compliance with any local laws and regulations. Whenever you are using our Platform, you will need to comply with these Terms and any applicable laws, regulations, and policies. If any part of the Platform is not in compliance with your local laws, you may not use the Platform. Any such Service will be considered as ‘not available in your region.’
2.7 You understand that it is your responsibility to keep your login information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately.
(D) Individual orders
2.8 Users are able to place individual orders for our Services. Full list of available Services and prices is available on the Site. When you place an order you authorize us to charge the payment method you provided for the amount indicated at the checkout page. Upon payment of the order price, Celebian will deliver the requested Service within reasonable time and with sufficient care. We reserve the right, with or without notice, to cancel or reduce the quantity of any order to be filled or ‘likes’, ‘views’ or ‘followers’ to be provided to you that may result in a violation of these Terms, as determined by us in our sole discretion.
(E) Order status, refunds and cancellations
2.9 An order is considered completed once the requested amount of 'likes', 'views' or 'followers' has been delivered.
2.10 Cancellation of a placed order is not possible.
2.11 Refunds are provided only for orders that have not been completed within 48 hours from the time of purchase. The refund will be applied to the payment method that has been used during purchase unless specified otherwise.
2.12 By allowing us access to your e-mail address, you agree that we may contact you using such contact information, for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements,” and you are not able to opt-out of receiving them. You may opt-in or subscribe to receive e-mails about content, promotions, special offers and or other topics of interest related to Celebian and our affiliates (Promotional e-mails). You may choose to stop receiving these promotional e-mails at any time by following the instructions contained in promotional e-mails.
2.13 If you have any question or suggestion you can contact us at [email protected], or reach us at +46 8580 97233.
(i) send or otherwise post unauthorized commercial communications (such as spam) through the Platform;
(ii) collect Users' content or information, or otherwise access the Platform using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
(iii) upload viruses or other malicious code;
(iv) bully, intimidate, or harass any other User;
(v) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to third parties;
(vi) harass, threaten, embarrass or cause distress or discomfort upon another individual or entity or impersonate any other person or entity or otherwise restricting or inhibiting any other person from using or enjoying the Platform;
(vii) take any action creating a disproportionately large usage load on our Platform unless expressly permitted by Celebian;
(viii) post or transmit content that is misleading.
(ix) communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
(x) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the Platform;
(xi) post or transmit hyperlinks to other websites that violate these Terms;
(xii) facilitate or encourage any violation of these Terms.
3.2 Users are solely responsible for their own User Data and the consequences of making the Data available to third-parties.
3.3 If for any reason, your account, or any part thereof, is suspended, banned, restricted, blocked, terminated or otherwise disabled by Celebian, you agree to abide by such decision. You may not create another account with the intent to bypass these limitations or attempt to circumvent any limitation imposed on your account without our permission. Any effort to evade these limitations may result in the termination of all current and future accounts you register.
(A) Proprietary Rights
4.1 The copyright and all intellectual property rights in the Platform belong to Celebian or are used with appropriate permissions. It includes design, all database rights, trademarks, text, graphics, code, file and links, service marks, and the selection and set up thereof. All rights are reserved. Nothing in this agreement shall be understood or intended for transfer of such intellectual property rights to you or any other third party.
4.2 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sub licensable license to access and use the Platform and the Software. Except as expressly permitted in this Agreement, you may not: copy, modify or create derivative works based on the Platform or Software; distribute, transfer, sublicense, lease, lend or rent the Platform or Software to any third party; reverse engineer, decompile or disassemble the Platform or Software; or make the functionality of the Platform or Software available to multiple users through any means.
(B) Notification of Infringement
4.3 If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Site’s Copyright Agent:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site or the App;
4. Your name, address, telephone number and e-mail address;
5. A signed statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the information provided in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
4.4 Our copyright agent can be reached as follows: Email: [email protected]
(C) User Data
4.5 Users retain all rights, title, and interest in the User Data they provide through the Platform. By providing the User Data, Users grant us a limited, non-exclusive, royalty-free, perpetual, transferable license to host, reproduce, and process such User Data for the sole purpose of providing the Services or customer support. Celebian shall not use User Data contrary to these terms.
4.6 Considering how we do not monitor the content of the User Data, you agree to inform us immediately if you come across any illegal activity, activity that is in breach of these Terms, or activity you suspect might be in violation of these Terms or applicable laws or might otherwise be objectionable. Although we expressly prohibit uploading of any User Data which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to third parties, we do not pre-screen the content, so you hereby agree that you may be exposed to any such content and that you use the Platform at your own risk. We reserve the right to remove any content which we find to constitute a breach of these Terms or relevant laws, without notifying the Users or providing reasoning for such action. You recognize and concur that Celebian bears no obligation regarding the risk, harm, damage, or loss that might emerge from content submitted to or distributed on the Platform.
(D) Third party content
4.8 Some content on the Platform, such as advertisement, may be provided by the Third-Parties. We are not responsible for such content, nor do we monitor or control content provided by the Third-Parties.
(E) Confidential Information
4.9 During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to Celebian and Celebian may disclose certain Confidential Information to the Users. Regarding such information both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
5.1 A description of the currently available Prices for the Services is listed on the Site. It is hereby clarified, that all rates and fees in connection with the Services or otherwise, exclude all taxes, duties, levies, fees, charges or tolls imposed by applicable taxing authorities, and you shall be fully responsible and liable in connection with payment of such taxes, duties, levies, fees, charges or tolls. You hereby agree to pay for any such taxes, duties, levies, fees, charges or tolls that might be applicable due to your use of the Services and payments made by you to Celebian. If Celebian has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Celebian does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Services.
5.2 When subscribing on the Site or placing an order, you can choose the method of payment. If you are paying by credit card, you must provide valid and current information necessary to process the payment. You agree and authorize us to charge your credit card for all fees and rates payable during your use of the Services.
5.3 Subscription Fee is calculated in the moment of submitting the registration on the Site. Subscription Fee for the current Subscription Period will not be affected by the Service price changes as described in article 5.6 of this Agreement.
5.4 You authorize us to charge your credit card for the Subscription Fee at the expiry of the current Subscription Period unless auto-renewal is turned off in the moment of processing of the payment.
5.5 If any amount owed is not paid by the due date we reserve the right to charge an interest on the due amount at the rate of 1.5% per month or maximum allowed interest rate under the law, whichever is less.
5.6 We reserve the right to change prices at any time, by publishing the revised rates on the Site with no further notice. Such changes will not affect user’s current Subscription Period. Prices that were effective fifteen (15) days prior to the Subscription renewal will be applied for the payment of the renewed Subscription Period.
5.7 You have the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans available on the Site. Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Client Data.
6.1 The Services may be made available or accessed in connection with Third-Party services and content (including advertising) that Celebian does not control. We may also provide you with links leading to the Third-Parties. You acknowledge that different Terms of Service and privacy policies may apply to your use of such Third-Party services and content. Celebian does not endorse such Third-Party services and content and in no event shall Celebian be responsible or liable for any products or services of such Third-Party providers.
6.2 Some of our Services may be dependent on the Third-Party service provider or may entirely be provided by the Third-Party service provider. You understand and agree that we bear no responsibility over the availability of such Services and that in case of such Services we act only as an intermediary. We make no warranties as to the availability of such Services or fitness for a particular purpose.
6.3 Our Services may be used in connection with third-party services such as TikTok, Instagram, Facebook, Twitter, and other. In that sense your interaction with the Site and Services is further regulated by the Third-Party’s respective terms and privacy policies. Celebian is not sponsored, endorsed, organized or in any other way supported by these third-parties.
7.1 You will indemnify and hold harmless Celebian, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Site and our Services, content which you provide, or your violation of these Terms.
8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH Celebian SERVICE IS TO STOP USING THE SERVICES.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW Celebian, ITS EMPLOYEES, OFFICERS, AGENTS, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNEES OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE PLATFORM, THIRD-PARTY APPLICATIONS OR THIRD-PARTY APPLICATION CONTENT, INCLUDING WITHOUT LIMITATION ANY OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE PLATFORM, REGARDLESS OF LEGAL THEORY, EVEN IF CELEBIAN HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3 Celebian, its employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Platform, or any errors, in or omissions from information on the Platform. Celebian is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Site, nor caused by the delay, malfunction of the operation or the availability of the Platform.
9.1 TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOUR AGREE DURING THE TERM OF THIS AGREEMENT, THAT CELEBIAN MAY: (1) REVISE THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND/OR (2) CHANGE PART OF THE SERVICES PROVIDED UNDER THIS AGREEMENT AT ANY TIME WITHOUT ANY CLAIM TO COMPENSATION OR SPECIAL TERMINATION RIGHT FOR YOU. WE WILL POST SUCH CHANGES, REPLACEMENTS AND UPDATES ON THE PLATFORM AND SUCH CHANGE, REPLACEMENT AND UPDATE TO OUR TERMS OF SERVICE AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS OF SERVICE AGREEMENT AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED UPDATED TERMS OF SERVICE.
10.1 User may terminate this Agreement without notice period by turning off the auto renewal option or by terminating their use of the Services if the User did not purchase the subscription. On termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
10.2 Celebian may terminate this agreement at any time, without cause, with notice and without notice period. Celebian may terminate this agreement without notice and with immediate effect if User:
(i) breaches this Agreement;
(ii) fails to make due payments;
(iii) misuses the Services or uses Services contrary to Acceptable Use policy;
(iv) engages in fraudulent or illegal activities.
10.3 Upon termination of this Agreement, User will not be able to use the Services and we may immediately delete any User Data on the Platform. If the Agreement has been terminated, user shall be liable to pay to Celebian any outstanding fees due for payment immediately. Celebian shall not be responsible for any damage caused by the termination of this Agreement.
11.1 This Agreement shall be governed by and construed under the laws of Sweden, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in Sweden by the Sweden residents. You agree that if you have any dispute with Celebian you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the exclusive jurisdiction of the official courts in Sweden.
12.1 Publicity. All media releases, public announcements and public disclosures by the User relating to this Agreement or its subject matter, including promotional or marketing material, shall be coordinated with and approved by Celebian and User prior to release.
12.2 Assignment. Either party may only assign or transfer its rights or obligations under this Agreement with the other party’s prior written consent (such consent not to be unreasonably withheld).
12.3 Entire Agreement. The terms of this Agreement constitute the entire agreement between the parties regarding its subject matter and supersede and replace any and all prior agreements, understandings or arrangements between the parties, whether oral or in writing, with respect to the same. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in this Agreement.
12.4 Severance. If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.
12.5 Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.
12.6 Force Majeure. For the purpose of this Agreement Force Majeure Event shall mean any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay to perform its obligations under this Agreement shall forthwith notify the other, and shall inform the other of the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
12.7 Waiver. Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.
12.8 Language. These Terms may be available on multiple languages, however English version will be considered as the authentic and official version.