1. Your relationship with Mandala

1.1 Your use of Mandala’ products, services, content and web sites (referred to collectively as the “Service” or “Services” in this document and excluding any services provided to you or your employees by Mandala under a separate written agreement), whereas Mandala platform is owned and operated by Ocean Sky Network Company Limited. Mandala is subject to the terms of a legal agreement between you and Mandala (as defined below in Section 18.1) contained in this document and/or any other document expressly referred to herein. The Services are accessed through Mandala’ proprietary software application(s) (referred to as the “Software” below) hosted at our web platform at www.mandalasystem.com and mandala-analytics.com and consist in a single log-in, centralised web dashboard that enables you to access data, metrics and analytics from social profiles on multiple social networks as well as search engines and public sites. The Services are provided as “Software as a Service (SaaS)” subscription services and we will not be delivering copies of the Software to you as part of the Services. This document explains how the agreement is made up and sets out some of the terms of that agreement. These terms and conditions will not apply if (i) you or your organization (on whose behalf you act pursuant to Section 2.3 and 18.1) have entered into a separate written agreement with us for the Services, such as, for example, a Mandala Binding Order that references other Mandala’ terms of Service, or any other written agreement for the provision of our Services, or (ii) you or your organization have purchased the Services through our authorised reseller.

1.2 Unless otherwise agreed in writing with Mandala, your agreement with Mandala will always include, at a minimum, the terms and conditions set out in this document (the “General Terms”).

1.3 Your agreement with Mandala will also include all subscription rates and payment terms applicable to the Services chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on Mandala website or are otherwise made available to you either within, or through your use of, the Service you subscribe to.

1.4 The General Terms, together with the Payment Terms, form a legally binding agreement between you and Mandala in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

2. Accepting the Terms and Data Privacy Policy

2.1 In order to use the Services, you must firstly agree to the Terms and Data Privacy Policy. You may not use the Services if you do not accept the Terms and Data Privacy Policy.

2.2 You can accept the Terms and Data Privacy Policy by (A) clicking to accept or agree to the Terms, where this option is made available to you by Mandala in the user interface for any Service; (B) by payment for the Services; or (C) by actually using the Services. By performing one of these three options, you understand and agree that Mandala will treat your use of the Services as acceptance of the Terms and Data Privacy Policy from that point onwards.

2.3 You may not use the Services and may not accept the Terms and Data Privacy Policy if (A) you are not of legal age to form a binding contract with Mandala; or (B) when contracting on behalf of an entity, you are not authorized to legally bind your company or organization to such terms; or (C) you are a person or entity barred from receiving the Services under the laws of the Kingdom of Thailand or other countries including the country in which you are resident or from which you use the Services.

2.4 If you accept the Terms and Data Privacy Policy in the user interface for a Service, by making a payment, or by commencing the use of the Service, we recommend that you print off or save a local copy of the Terms and Data Privacy Policy for your records before you continue.

2.5 The Services are provided by Mandala for consideration. The up-to-date prices applicable to your use of the Services are published on the Services website www.mandalasystem.com and mandala-analytics.com for configurations of the Services eligible for online purchase and by using the Services at a particular moment you agree to the prices published as of that moment.

2.6 You can pay for the Services either by entering your credit card information, or by any other means as published, from time to time, on the Services website. Alternatively, you can contact us to agree on other methods of payment (such as invoicing). If you sign up for the Services online in the user interface for the Service, you agree that you will be charged periodically by Mandala pursuant to the payment conditions specified at checkout. In addition, you expressly acknowledge and agree that the initial price may change if you upgrade or change your subscription plan within the Service. You will always be informed about the price modification prior to making the upgrade or changing your subscription.

2.7 Mandala is not responsible for the payment processing provided by any third party.

2.8 The prices exclude any and all applicable taxes and similar fees (other than taxes solely based on Mandala’ income) now in force or imposed in the future on provision of the Services, including any sales, use or value added taxes, services tax or withholding tax, and you shall be responsible for payment of all such taxes.

3. Language of the Terms and Data Privacy Policy

3.1 The Terms and Data Privacy Policy are provided in English. If Mandala has provided you with a translation of the English language version of the Terms and Data Privacy Policy, you agree that the translation is provided only for your convenience, and that the English language versions of the Terms and Data Privacy Policy will govern your relationship with Mandala.

3.2 If there is any contradiction between what the English language version of the Terms and Data Privacy Policy says and what a translation says, then the English language version shall take precedence.

4. Provision of the Services by Mandala

4.1 Mandala may have subsidiaries and affiliated legal entities in other countries. At times, these companies or their employees may serve as contact points with respect to the Services provided to you by Mandala. Even where Mandala’ subsidiaries or affiliates are your primary contact points, Mandala as the Services provider will remain ultimately responsible for the provision of Services hereunder.

4.2 Mandala is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Mandala provides may change from time to time without prior notice to you.

4.3 As part of this continuing innovation, you acknowledge and agree that Mandala may permanently or temporarily stop providing the Services (or any features within the Services) to you or to users generally at Mandala’ sole discretion, without prior notice to you.

4.4 You understand and agree that Mandala may at its full discretion suspend access to your account for (i) Breach of Data Privacy Policy (ii) delay with any payment (including delay resulting from your failure to provide valid billing details) or (iii) other breach of the Terms and Data Privacy Policy if such breach is material, and that in such case you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. If your access to the Services had been suspended for delayed payment or other (material) breach of the Terms, and subsequently was reactivated (e.g. after the breach had been cured), you still remain obliged to pay the Services fees for the entire subscription term including the period for which you could not access the Services as a result of your default; you will not be entitled to any compensation or refunds (whether monetary or in the form of extra days of Services / extended subscription term) for the period for which you could not use the Services. Such suspension of Service shall not be considered a breach of the Terms by Mandala. Further, the foregoing is without prejudice to Mandala’ right to terminate the legal agreement embodied in the Terms for material breach pursuant to Section 12.3 of the Terms.

5. Your use of the Services

5.1 To access the Services, you or your individual end-users may be required to provide identification, contact or similar details) as part of the registration process for the Service or as part of your continued use of the Services. You agree that any registration information you give to Mandala will always be accurate, correct and up to date.

5.2 You agree to use the Services only for purposes that are permitted by (A) the Terms and Data Privacy Policy; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries); and (C) any other applicable rules (including, without limitation, Facebook, Twitter and other social media platform rules).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Mandala, unless you have been specifically allowed to do so in a separate written agreement with Mandala.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.5 Unless you have been specifically permitted to do so in a separate agreement with Mandala, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. The Services can be used by you only for your own internal business purposes. You may not use the Services for the benefit of any third parties. You acknowledge that use of the Services in breach of this Section 5.5 will be considered a material breach of these Terms, with all consequences resulting therefrom.

5.6 You agree that you will not engage in any activity that may amount to the misuse of our Services or that seeks to circumvent the Services’ terms. For example, if Mandala provides you with any portion of a Service for free (as part of a trial, pilot or otherwise), you may not engage in data mining or other excessive use of the Service, beyond what is permitted by the free Service (and as advertised for that free Service at the time of the relevant promotion). Mandala reserves the right to limit your activity on any of its free Services for any reason and without notice.

5.7 You agree that you are solely responsible for (and that Mandala has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Mandala may suffer) of any such breach.

5.8 You acknowledge that additional third-party fees (such as internet service provider fee, social media platform fee, fee for boosted or promoted posts, third-party add-on fee or similar) may apply in connection with your use of Mandala’ Services. Selected third party fees are payable by you directly to the relevant third party and the relevant third party receiving such additional fees is responsible for the processing of such fees. You agree that you are solely responsible for payment of such fees or for maintaining appropriate level of funds where applicable. Mandala has no responsibility to you or to any third party for payment of any such fees or for unavailability of Services due to your failure to do so.

6. Accounts

6.1 Account Creation. In order to use certain features of the Service, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form (including but not limited to email address and a unique password). You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you reside within the United States or, if you reside outside the United States, that your use of the Service will comply with applicable law in your jurisdiction. You may delete your Account at any time, for any reason, by following the instructions on the Service. Company may suspend or terminate your Account in accordance with Section 17.

6.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

6.3 Users Under 18 Years Old. We do not permit use of the Service by users under 18 years old. By using the Service, or registering for an Account, you warrant to us that you are at least 18 years old.

6.4 Third Party Authentication. During or after registration for an Account, you may choose to use a third party authentication system (such as Facebook) to log into the Service. If you do so, you authorize us to access and use certain account information from the authorized third party authenticator. For example, this information may include, but is not limited to, your public profile and information about friends or interests. For more information about how we collect information from you, and how we use it, read our Privacy Policy.

6.5 Account User Classifications. You, the person who creates an Account, are the “Account Owner.” A user authorized to administer an account is an “Account Administrator.” Every Account Owner is an Account Administrator. Any user granted by the Account Administrator with access limited to the Internet monitoring results received under the Service is an “Account Observer.”

7. Access to the Service

7.1 License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service solely for your own use.

7.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof.

7.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.

7.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Service.

7.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Service and its content are owned by Company or Company’s suppliers. You acknowledge that nothing herein shall be interpreted as restricting Company’s rights to use your User Content in connection with the Service or to aggregate any User Content with other data for use by the Company. As between you and the Company all rights in and to the aggregated data belong to Company. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 7.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

8. Your passwords and account security

8.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

8.2 Accordingly, you agree that you will be solely responsible for all activities that occur under your account.

8.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify Mandala immediately at info at Mandala dot com.

8.4 Mandala uses Facebook Connect, “Sign in with Twitter”, and other authentication methods for authorization of users. If your Facebook account, Twitter account or any other account used for registration and/or signing in the Services is deleted or non-functional, you may no longer be able to access the Services.

9. Privacy and your personal data

9.1 We are serious about privacy of all individuals who use our Services or whose personal data we process.

9.2 We collect personal data when you (your end-users) register an account with us, complete a web application form, login to the Services (via username), or otherwise interact with us. We process end-user personal data to provide and administer the Service and communicate with you, to provide a better user experience, inform you of new Services or Service features, and, in limited circumstance, to protect the Services and our rights. Our Services consist in social media monitoring, social listening, search engine and websites monitoring, analytics and management, which means we analyze publicly available social media content, search engine and websites, public channels, statistics, metrics and other information that we receive ONLY from the social media platforms via these platforms’ APIs. The type and scope of data obtained from social media platforms depends on the type of the APIs and permissions granted by the respective platforms, and on the administrative permissions you grant to us to your social media pages or properties, where applicable. We process personal data primarily as a data controller. We may also process personal data as a data processor to the extent when (A) you are a data controller with respect to personal data specified in Annex 1, and (B) you instruct us to process such personal data on your behalf within the Services. In such case, the data processing agreement in Annex 1 shall regulate the processing of such personal data. Further, some Service features may allow you to interconnect your Mandala account with account(s) that you have with your other service providers, for example your providers of CRM solutions through which you manage communication with your clients or other persons interacting with you through your social media profiles. By connecting your Mandala account with your other accounts, you instruct Mandala to furnish selected data processed in your Mandala account to such other service provider; however, you and your service provider (as your data processor) remain responsible for the processing of the shared data. The nature and extent of processing, the type of personal data processed, the purposes and legal basis on which we process personal data, as well as the organisational and technical measures that we implemented to ensure the security of processing, are described in detail in our Privacy Policy available at www.mandalasystem.com/privacy_policy, which applies to the processing of personal data within or in connection with our provision of Services to you and sets out our commitment to protecting personal data and privacy of individuals.

9.3 Mandala has implemented and will maintain appropriate technical and organizational measures, internal controls, and information security routines in accordance with good industry practice and having regard to the state of technological development to protect your data against accidental loss, destruction, or alteration; unauthorized disclosure or access (including but not limited to taking reasonable steps to ensure the reliability of employees having access to your data and providing for limited access rights and access controls; authentication; personnel training; regular back up; data recovery and incident management procedures; restrictions on storing, printing and disposal of personal data; software protection of devices on which personal data are stored; etc.); or unlawful destruction.

9.4 Data collected from you or your end-users may be transferred to, and stored and processed in the Kingdom of Thailand, Singapore, and other countries such as the United States or any other country outside of the EEA in which Mandala or its affiliates, or subcontractors, suppliers or vendors maintain facilities, subject to Mandala implementing such appropriate legal mechanisms as required by EU law to ensure an adequate level of personal data protection by the third-party processors, such as the controller-to-processor Standard Contractual Clauses approved by the European Commission (2010/87/EU) or Privacy Shield approved by European Decision (2016/1250) for data transfers from the EU to the USA and/or other third countries.

9.5 You agree that Mandala may use aggregated and anonymised data derived from the data provided by you or collected by the program analytics such as user behaviour and activities for its own statistics, for auditing, for the purposes of product and market research and analytics (which help Mandala to optimise and improve its Services their usability, the range of Services, and to develop new technologies, products and services), and for benchmarks and other analyses. Mandala may publish such anonymised data and share them with third parties outside of Mandala; however, Mandala will not directly or indirectly transfer any data received from you to (or use such data in connection with) any advertising network, advertising exchange, data broker, or other advertising or monetization related toolset.

10. Fees And Expenses

10.1 Trial Period. Upon activation of an Account, you may use the Service free of charge for a period of fourteen consecutive days (the “Trial Period”). Upon its conclusion, in order to continue to use the Account, then you will be required to complete a registration form (the “Registration”) and provide us additional information.

10.2 Fees. Using the Services after the Trial Period is subject to payment or commit to a subscription plan (the “Fees”). You are obligated to pay Company all applicable fees associated with your use of the Service as set forth in the list of options and prices available at https://www.mandalasystem.com/plans (the “Pricelist”). Fees are based on this Pricelist, which may be updated from time to time, unless a separate agreement between you and the Company is executed, in writing, and specifically supersedes these Terms. Any changes to the Pricelist will not become applicable to the Account until the following Billing Cycle.

10.3 Subscriptions. Features of the Service are provided on a monthly subscription basis, beginning on the payment of the initial Subscription Fee following the successful payment. Each monthly period thereafter is a “Billing Cycle.” The total charge for your Account for each Billing Cycle is the “Subscription Fee” set forth in the Pricelist for the specific options you choose (the “Subscription Plan”).

10.4 Invoices. After completing the Registration and paying the initial Subscription Fee for the chosen Subscription Plan, you will be granted access to the Services to the extent of your choosing, based on the Subscription Plan. The Company will provide you, via the Service, with a proper invoice for the Services for each Billing Cycle.

10.5 Payment. Fees can be paid via bank transfer, credit or debit card or an online payment system. The Account Administrator can use the “Account Settings Panel” in the Service to access information on how to pay. You will provide Company with valid and current credit card information, or with a valid purchase order or alternative document reasonably acceptable to Company. If you provide credit card information to Company, You authorize Company to charge such credit card the Subscription Fee for the initial Billing Cycle and any subsequent Billing Cycles. Such charges shall be made in advance of each Billing Cycle. In order to manually cancel a charge due to unfortunate circumstances, notice must be provided via email to [email protected] at least 14 days before the start of the next Billing Cycle, or follow the cancel within the billing menu within the account. You also acknowledge that the Company utilizes a third party payment processor, and that, by providing the Company your credit card information, you agree to the third party payment processor’s terms of use or similar document and their privacy policy, which will be made available to you on your request. You are responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information. All payments under these Terms are non-refundable and, unless otherwise agreed, shall be made in United States dollars.

10.6 Taxes. You are responsible for all applicable taxes, however designated, incurred in connection with your use of the Service, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by Company, but excluding taxes based upon the net income of Company.

10.7 Failure to Pay. If you fail to pay any Subscription Fee prior to the beginning of a Billing Cycle, Company reserves the right to lock the Account, including, without limitation, any User Content, as defined below. Should you pay the Subscription Fee within 14 days after the locking of the Account, your access to the account will be restored. If you fail to pay the Subscription Fee within that 14 day period, the Company reserves the right to deactivate the Account.

10.8 Alterations to Your Account Choices. The Account Administrator may alter the Account at any time through the Service. Such alteration may result in an increase in the Fees in accordance with the Pricelist. If the change in the Account increases the amount of a Subscription Fee, the change will be effective as of the date when the Account Administrator pays the additional fee for the activation of the new selected Subscription Plan reduced proportionally by the number of days that have passed since the start of the current Billing Cycle. The amount of the fee will be presented to the Account Administrator in the Account Settings Panel.

10.9 Downtime. There may be temporary periods of downtime in the operating of the Site and breaks in the provision of the Services for technical reasons. We will make efforts to ensure that foreseeable breaks occur at night and are as short as possible. For any break in the service lasting in excess of 48 consecutive hours, the Account Owner may submit a complaint with a request to extend the Billing Cycle during which the break in service occurred by a period equivalent to the length of the break.

11. Content in the Services

11.1 You understand that all information such as, without limitation, data files, written text, computer software, music, audio files or other sounds, photographs, and videos or other images (all such information being hereinafter referred to as the “Content”) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such Content originated

11.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services (if any), may be protected by intellectual property rights owned by the sponsors or advertisers who provide such Content to Mandala (or by other persons or companies on their behalf), and that the Content may include sensitive personal data. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on such Content (either in whole or in part), unless you have been specifically told that you may do so by Mandala or by the owners of that Content, in a separate agreement.

11.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

11.4 You agree that you are solely responsible for (and that Mandala has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Mandala or third parties may incur and including any other legal liability, whether liability under civil, commercial, tort, penal or administrative law or any other legal theory) by doing so. You may not use the Services to intentionally transmit or make public infringing, libelous, or otherwise unlawful or tortious Content or to store, transmit or make public any Content in violation of third party’s intellectual property or similar rights. You shall indemnify and hold Mandala harmless from all claims and all liabilities, costs, proceedings, damages and expenses awarded against, or incurred or paid by Mandala as a result of or in connection with (i) your breach of any third party’s intellectual property or similar rights or (ii) your breach of warranty under Section 11.5 below.

12. User Content

12.1 User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Service. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 12.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

12.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of providing the Service. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

12.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Service to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; or (vi) use software or automated agents or scripts to produce multiple accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in any robots.txt file on the Service).

13. Feedback

If you provide Company with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

14. Proprietary rights

14.1 You acknowledge and agree that Mandala (or Mandala’ licensors) owns all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Mandala and that you shall not disclose such information without Mandala’ prior written consent.

14.2 Unless you have agreed otherwise in writing with Mandala, nothing in the Terms gives you a right to use any of Mandala’ trade names, trademarks, service marks, logos, domain names and any other distinctive brand features. For the avoidance of doubt, if any reports or similar outputs from the Services (hereinafter “Reports”) generated by you through the use of the Service include Mandala’ trade name, trademark, service mark, logo, domain name or other distinctive Mandala’ brand features, their use in connection with that Report is permitted and Section 9.4 below shall apply.

14.3 Other than the limited license set forth in Section 11, Mandala acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Mandala, you agree that you are responsible for protecting and enforcing those rights and that Mandala has no obligation to do so on your behalf.

14.4 You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services.

14.5 Unless you have been expressly authorised to do so in writing by Mandala, you agree that in connection with the Services, you will not use any trademark, service mark, trade name, logo of any third party company or organisation in a way that is likely or intended to cause confusion about the owner or authorised user of such marks, names or logos.

15. Licence from Mandala

15.1 Mandala gives you a worldwide, royalty-free, non-assignable and non-exclusive right and licence to access and use the Services through the Software, on a subscription basis, for the term and in the scope designated by the Terms. Further, Mandala gives you a worldwide, royalty-free, perpetual and non-exclusive right and licence to access and use, reproduce, display, distribute, and create derivative works of, Reports that you generate through your use of the Services. The licence granted in this Section 10.1 is for the sole purpose of enabling you (end-users within your organization) to use and enjoy the benefit of the Services as provided by Mandala, in the manner permitted by the Terms (in particular Section 5). You may not use the Services for the benefit of any third parties. You acknowledge that this is a SaaS agreement and that (i) the Software is not sold, and (ii) we will not be delivering copies of the Software to you as part of the Services.

15.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software underlying the Service or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Mandala in writing. You may not access and/or use the Service and the underlying Software in order to build a similar or competitive product. You further may not (and you may not permit anyone else to) attempt to gain unauthorized access to the Services, its particular features or third-party content created by or for another Mandala’ customer, interfere with or disrupt the integrity or performance of the Services or third-party content contained therein or perform penetration test, denial of service simulation or automated vulnerability scan of the Services.

15.3 Unless Mandala has given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights, grant a security interest in or over your rights, or otherwise transfer any part of your rights granted hereunder.

15.4 You acknowledge that any breach of Section 10 by you or your end-users shall constitute a material breach of the Terms, with all consequences arising therefrom.

16. Content license and permission tokens from you

16.1 You retain copyright and any other intellectual property rights you already hold in Content which you submit, post or display on or through the Services. In case you use Services features that allow you to submit, post or display the Content on or through the Services, you give Mandala a worldwide, royalty-free, and non-exclusive licence to use, reproduce, adapt, modify, and publish (on your behalf and pursuant to your instructions) such Content on social networks. For avoidance of doubt, the licence granted in this Section 16.1 is for the sole purpose of enabling Mandala to display, distribute and promote the Content to your clients and/or social networks users.

16.2 If you provide, as part of your use of Mandala’ Services or as part of the Content which you submit, post or display on or through the Services, any photograph or other materials protected by personality or privacy rights, you specifically agree that Mandala may use such photograph or other materials for the sole purpose of providing the Services.

16.3 You understand that Mandala, 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, devices, services or media. You agree that this licence shall permit Mandala to take these actions.

16.4 You acknowledge that provision of Mandala’ Services (or particular features within the Services) may be conditioned upon and subject to (A) you giving Mandala 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 Mandala’ Services, you may be required to grant Mandala certain permissions (through a dedicated permission token or a similar permission mechanism) to allow the Services access specific information and perform the requested actions.

16.5 You confirm and warrant to Mandala that you have all the rights, power and authority necessary to grant the above licence, access and permissions to Mandala.

16.6 If any permission granted by you results in Mandala obtaining access to a private layer of data available through the respective social media platform, Mandala will keep such information confidential at all times, except where legally compelled to disclose the relevant information. Such obligation will not, however, apply to any information that (i) was publicly known and made generally available in the public domain prior to grating the permission to Mandala; (ii) becomes publicly known and made generally available after granting the permission to Mandala other than as a result of a violation of this Section 11.6 by Mandala; (iii) is already in the possession of Mandala at the time of granting the permission; (iv) is obtained by Mandala from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by Mandala without the use of your confidential information. If a separate non-disclosure agreement stipulating similar confidentiality obligations is in place between you and Mandala, the stricter of the confidentiality obligations shall apply.

17. Ending your relationship with Mandala

17.1 The Terms will continue to apply during the term of your original online subscription specified within the Services and during any renewed (extended) term as specified in Section 12.5 below, or until terminated by either you or Mandala as set out in Section 12.2 and 12. 3 below.

17.2 If you purchase the Services continuously on a monthly “pay as you go” basis online, you may stop using the Services and so terminate your legal agreement with Mandala at any time, without the need to notify Mandala.

17.3 Mandala may at any time, by sending a notice, terminate its legal agreement with you embodied in the Terms if (A) you have 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 have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms; or (B) Mandala is required to do so by law (for example, where the provision of the Services to you is or becomes unlawful); or (C) the partner with whom Mandala offered the Services to you, or whom Mandala uses or whose cooperation Mandala needs in order to offer the Services to you (such as the social media platforms), has terminated its relationship with Mandala or ceased to offer its APIs, data, programs, application or services that are essential for the Services; or (D) Mandala is transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Services; or (E) the provision of the Services to you by Mandala is, in Mandala’ opinion, no longer commercially viable. In the event you terminate the agreement for a material breach by Mandala as described in (A) above, or if Mandala ceases to provide any part or all of the Services during the agreement term for reasons stipulated in (C), (D) or (E) above, you shall not be required to make any payments for Services beyond the date of when you terminated the agreement or when Mandala ceased to provide the Services (as applicable). In the event you prepaid the Services, Mandala shall in such cases refund the pro-rata proportion of the pre-paid monthly fee.

17.4 Nothing in this Section 12 shall affect Mandala’ rights regarding provision of Services under Section 4 of the Terms. Nothing in this Section 12 shall affect your early termination rights granted to you under the applicable law.

17.5 If you do not purchase the Services continuously on a monthly “pay as you go” basis, and provided the agreement has not been terminated early either by Mandala or you as stipulated in the previous sections, then the following will apply: Your legal agreement with Mandala embodied in the Terms shall automatically renew (i.e. be extended, repeatedly) for another term corresponding to your original (preceding) subscription term, unless you or Mandala provide notice to the other of (y)our intent to terminate the agreement within the last thirty (30) days before the end of the then current term. You will be notified of the upcoming renewal and may notify Mandala of your intention not to renew by unsubscribing from the automatic renewal within the user interface for the Services.

17.6 When your legal agreement with Mandala comes to an end, all of the legal rights, obligations and liabilities that you and Mandala have benefited from, been subject to (or which have accrued over time whilst your legal agreement with Mandala has been in force) and/or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 18.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

17.7 Further, you understand and agree that the terms and conditions contained in the Terms (including the Payment Terms) will continue to apply to any renewed (extended) term pursuant to Section 12.5 above, as well as to any other continued use of the Services beyond the pre-paid subscription term, as they applied to the original subscription term, and you undertake to pay for the use of the Services by you or your end-users of the Services in accordance with the Payment Terms. You expressly and irrevocably authorise Mandala to debit your credit card for the settlement of such Mandala’ consideration.

18. Exclusion of Warranties

18.1 The Services are provided “as is” and Mandala, its subsidiaries and affiliates, and its licensors give you no warranty with respect to them. 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 Service. If any social media network ceases to make its APIs, data, application, programs or services available on reasonable terms for the Service, Mandala may cease providing such Service features upon reasonable prior written notice to you pursuant to Section 12.3 (C). Mandala is 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 Mandala. Mandala 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 Service.

18.2 In particular, Mandala, its subsidiaries and affiliates, and its 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.

18.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.

18.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.

19. Limitation of liability

19.1 Nothing in the Terms shall exclude or limit Mandala’ liability for losses which may not be lawfully excluded or limited by applicable law.

19.2 To the maximum extent permitted by applicable law, whatever the legal basis for the claim, mandala will not be liable for any indirect damages (including, without limitation, special, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees), damages for lost profits or revenues, business interruption, or loss of business information) due to, resulting from, or arising in connection with the terms, the services, materials, or the failure to perform our obligations.

19.3 Subject to overall provision in Section 19.1 above, Mandala, its subsidiaries and affiliates, and its licensors shall not be liable to you for any indirect or consequential losses which may be incurred by you. Indirect and consequential losses shall include (A) any loss of profit (whether incurred directly or indirectly), loss of goodwill or business reputation, or any loss of data suffered by you; (B) loss or damage which may be incurred by you as a result of (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services; (ii) any changes which Mandala may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services); (iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services; (iii) your failure to provide Mandala with accurate account information; (iv) your failure to keep your password or account details secure and confidential.

19.4 The limitations of Mandala’ liability to you in Section 19.3 above shall apply whether or not Mandala has been advised of or should have been aware of the possibility of any such losses arising.

19.5 Mandala’ liability for damage incurred by you as a result of or in connection with the Services shall be limited to direct damages up to the amount you paid to Mandala for the Services giving rise to that liability during the last three months before the occurrence of Mandala’ liability (or amount corresponding to a three-month Service fee, as applicable). Mandala and you agree that this limitation reflects the damage that can be foreseen at the time of conclusion of this legal agreement between you and Mandala, taking into account all circumstances the parties know or should know while exercising due care and that can arise from a breach of Mandala’ obligations under the Terms. To the extent permitted by applicable law, Mandala accepts no liability in relation to your use of any Services provided free of charge.

20. Advertisements

20.1 Some of the Services, in particular free Services, may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.

20.2 The manner, mode and extent of advertising by Mandala on the Services are subject to change without specific notice to you.

20.3 In consideration for Mandala granting you access to and use of the Services, you agree that Mandala may place such advertising on the Services.

21. Other content

21.1 The Services may include hyperlinks to other web sites or content or resources. Mandala has no control over any web sites or resources which are provided by companies or persons other than Mandala.

21.2 You acknowledge and agree that Mandala is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

21.3 You acknowledge and agree that Mandala is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources. In addition, you acknowledge and agree that Mandala is not liable for any damage which may be incurred by you as a result of any reliance you may have placed on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such web sites or resources.

22. Changes to the Terms

22.1 Mandala may make changes to the General Terms from time to time. When these changes are made, Mandala will make a new copy of the General Terms available at  https://www.mandalasystem.com/terms_and_conditions.

22.2 You understand and agree that if you use the Services after the date on which the General Terms have changed, Mandala will treat your use as acceptance of the updated General Terms.

23. General provisions

23.1 “Mandala” or “we” means Mandala a.s., whose principal place of business is in Bangkok, Kingdom of Thailand, 846/6 Summer Lasalle Unit A5, 2nd Floor, Lasalle Road, Bangna Tai, Bangna, Bangkok 10260, Thailand. “You” means the individual that is entering in to the legal agreement for the Services with us in a manner anticipated in Section 2.2 above, or that is using the Services, or who is registered with Mandala. Equally, “you” means any entity on whose behalf Mandala’ Services were purchased by an authorized individual.

23.2 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, Instagram, Twitter, YouTube or Google while using the Services, you must comply with the applicable Facebook (https://www.facebook.com/terms.php), Instagram (https://help.instagram.com/581066165581870/?helpref=uf_share), Twitter (https://twitter.com/en/tos), YouTube (https://www.youtube.com/t/terms), Google (https://policies.google.com/terms?hl=en) rules in versions effective as of the date of use of such services.

23.3 The Terms constitute the whole legal agreement between you and Mandala and govern your use of the Services (excluding any services which Mandala may provide to you under a separate written agreement), and completely replace any prior agreements between you and Mandala in relation to the Services.

23.4 You agree that Mandala may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services website.

23.5 The parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in the Terms (or which such party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such party’s rights and that those rights or remedies will still be available to it.

23.6 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

23.7 The Terms, and your relationship with Mandala under the Terms, shall be governed by Thai law. You and Mandala agree to submit to the jurisdiction of the courts of the Kingdom of Thailand to resolve any legal matters arising from the Terms and the venue of the court of first instance shall be Thailand or the Municipal Court in Thailand, as applicable. Notwithstanding this, you agree that Mandala shall still be allowed to apply (A) for payment orders (or otherwise enforce payment for Services provided under the Terms) in the jurisdiction in which you have your registered seat or principal place of business, and (B) for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

24. Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

25. Disclaimers

The service is provided on an “as-is” and “as available” basis. We disclaim any warranties and conditions, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We make no warranty that the service will meet your requirements, be available on an uninterrupted, timely, secure, or error-free basis, or be reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the service, all such warranties are limited in duration to ninety (90) days from the date of first use.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

26. Copyright Policy

Company respects the intellectual property of others and asks that users of our Service do the same. In connection with our Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Service who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: (1) your physical or electronic signature; (2) identification of the copyrighted work(s) that you claim to have been infringed; (3) identification of the material on our services that you claim is infringing and that you request us to remove; (4) sufficient information to permit us to locate such material; (5) your address, telephone number, and e-mail address; (6) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and (7) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is: Nathathai Siriwiriyasomboon
Designated Agent: Ocean Sky Network Company Limited.
Address of Agent:
Summer Lasalle unit A521-5
846 Lasalle Road, Bangna-Tai,
Bangna, Bangkok 10260
emailing [email protected]