BuzzSumo
Agreement

Last updated 1 February 2019

Have a look at our human-readable summary first, or scroll down to read the full agreement (we have added summaries there too, for your convenience.)

Summary

TL;DR
Human-readable summary

When you use our Services you agree to this agreement and our Privacy Policy.

Our Services are for business use only. To use the Services, you have to create an account.

We offer a Trial Period. When the Trial Period ends, you have to select a Subscription Plan or carry on using the Free App, which has limited functionalities. You pay by debit or credit card, and understand that taxes and fees may be added to our prices. Your Subscription Plan automatically renews until you decide to cancel it or one of us materially breaches this agreement.

We use reasonable care and skill in providing the Services. We always try to notify you of any changes to the Services or this agreement. You have to use the Services legally and for their intended purposes. For example, you cannot use the Services for spamming, targeting individuals and groups in a discriminatory way, or to spy on people. Also, you cannot try to reverse engineer or resell the Services. If you violate this agreement, we can suspend or terminate your use of the Services.

Both you and us have limited liability in regard to each other as set out in Section 10, apart from in some serious cases required by Applicable Law (like fraud).

If we ever end up in a dispute, we will resolve it only in England, under English law.

> This agreement contains defined terms. Jump to the definitions.
Document

1. What is this document about?

  • This agreement is a binding legal contract between you and BuzzSumo.
  • You may not use any Services without agreeing to this agreement: we provide the Services only on these terms.

When you use the BuzzSumo App you agree to these terms and our Privacy Policy.

Access

2. Using the services

  • The Services are available only to non-consumers, for their internal, business use.
  • If we discover that you are a consumer, we will terminate this agreement immediately.
  • To access the Services, you have to create an account (either yourself or via a User in your company who creates an account for you).
  • Each User login credential is individual to that User and cannot be used by anybody else.
  • You will only allow the number of Users to use the Paid App that you have purchased under your Subscription Plan.
  • We may make some Services available for limited use without requiring you to register.
  • We may change the Services that are available to unregistered users or the Free App at any time.

The BuzzSumo App is only for business use and you have to create an account to use it.

If we allow you to use the Free App without an account, its use is limited and we can revoke it.

Payments

3. Subscription and Payments

Subscription Process

3.1. Trial Period

  • We may offer a free Trial Period, during which you can use the Paid App for free.
  • When the Trial Period ends, you can purchase a Subscription Plan or continue to use the Free App.

3.2. Purchasing a subscription

  • By providing your payment details when selecting a Subscription Plan, you are making an offer to purchase the Services for the Term. We accept that offer when we process your payment.
  • The length of your subscription is set out in the Subscription Plan (monthly, yearly, or a custom Term)

We offer a Trial Period. When it ends, you have to choose a Subscription Plan. You can also just carry on using the Free App, which has limited functionalities.

3.3. Electronic payment

  • By providing your credit or debit card details to us, you authorise us to bill your credit or debit card immediately for the Initial Term, and on the first day of any Renewal Term.

    Billing
  • If you provide us with your credit or debit card details during a Trial Period, we will end the Trial Period and immediately begin your paid subscription upon receipt of your payment details.
  • To avoid interruption of the Services, you must let us know about any updates to your payment method.

You'll pay by card and keep your card details updated.

We will invoice you at the beginning of your subscription term: first you pay, then you enjoy the Paid App.

3.4. Subscription renewal and cancellation

  • Every subscription automatically renews at the end of the Initial Term or Renewal Term.
  • The length of the Renewal Term will be the same as the length of your Initial Term.
  • If you do not want to renew your subscription, you must let us know by email at least 10 days before end of the Term.
  • If we discontinue or make changes to your Subscription Plan, we will notify you at least 30 days before the end of your Initial or Renewal Term. You can choose between not renewing your subscription or changing to a new Subscription Plan.

    Cancel Subscription

Your subscription automatically renews. If you want to cancel your subscription, you have to do so at least 10 days before it expires (otherwise, it auto-renews again).

3.5. Fees

  • The Fees are non-cancellable and non-refundable, subject to Applicable Law.
  • We may increase the Fees for any Renewal Term if we provide you with at least 30 days' written notice of the increase.
  • Please note that if the credit or debit card you provide to us is in a different currency to that of the listed Fees, the Fees may change when they are converted to your local currency by your payment provider (and your credit card provider may charge for payment in foreign currency).

We don't offer refunds.

If we plan to increase our prices for your next Renewal Term, we will let you know at least 30 days in advance.

3.6. Taxes

  • The Fees are exclusive of legally applicable Taxes.
  • You are responsible for paying any Taxes that we are required to collect on top of the Fees.
  • If you provide us with a valid tax exemption certificate from the appropriate tax authority, we will not add any Taxes to your purchase.

There can be fees and taxes added to our prices.

Responsibilities

4. Your responsibilities

4.1. You have to use the Service as intended

You are responsible for:

  • how you and your Users use the Service;
  • you and your Users' compliance with this agreement (as if they were you);

    and
  • if you use Twitter data in the BuzzSumo App, your and your Users' compliance with Twitter Terms of Service (https://twitter.com/tos)

You will not:

  • sell, resell, license, sublicense, distribute, or otherwise make the Services (including any data within the Services) available to anybody other than your Users;
  • subject to Applicable Law, attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services;
  • use the Services to violate Applicable Law, including Applicable Law about data protection, privacy, or information security;

    or
  • purposefully, recklessly or negligently interfere with or disrupt the integrity or performance of the Services, including spamming, hacking, violating or circumventing our API rate limits, or similar activities.

You and your Users must use the BuzzSumo App according to this agreement.

If you use Twitter data in the BuzzSumo App, you also need to follow Twitter's Terms of Service.

Only you and your Users can use the BuzzSumo App. You cannot resell, sublicense, or share the BuzzSumo App with anyone else.

Don't try to reverse-engineer the BuzzSumo App, hack it, or disrupt its performance.

4.2. You have to keep your account and credentials secure

You are responsible for:

  • ensuring that any user IDs and passwords required for you or your Users to use Services are kept safe and confidential;

    and
  • promptly notifying us if you find out that the security of a user ID or password is, or may be, compromised.

Keep your ID and password secret, and let us know if you think someone stole them.

Don't give access to the BuzzSumo App to unauthorized people.

4.3. You have to respect privacy and protect end users

You will not:

  • knowingly display, distribute, or otherwise make available any data from the BuzzSumo App to any person or entity that you reasonably believe will use the data in any manner that would have the potential to be inconsistent with any individual's reasonable expectations of privacy;
  • conduct any research or analysis that isolates a small group of individuals or any single individual for unlawful, illegal or discriminatory purposes;
  • use the BuzzSumo App to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive or special categories of personal information prohibited by Applicable Law;

    or
  • subject to Applicable Law, without our prior written consent, display, distribute, or otherwise make the BuzzSumo App or any data within it available to any member of the US intelligence community or any other government or public sector entity.

Don't use the BuzzSumo App for illegal and unlawful purposes.

Don't use the BuzzSumo App to discriminate against groups of people.

Don't profile people on the basis of sensitive data.

Keep the BuzzSumo App and the data within it for yourself. Don't share it with governments, intelligence services, or to people who may misuse it.

Access

5. Our responsibilities

We promise that during the Term:

  • we will provide the Services with reasonable skill and care;
  • when properly used on an operating system for which it was designed, the BuzzSumo App will perform substantially in accordance with the functions described at https://buzzsumo.com/tour/;

    and
  • we will have all licences and permissions necessary to perform our obligations under this agreement.

We make no promises that:

  • the Website or the BuzzSumo App will always be available or use of them will be uninterrupted;
  • we will have any specific types of data or content, or that you may be able to access third party sites or applications via the Services;

    or
  • that the Services will provide you with any particular insight.

We are doing our best to build a good service, but we cannot promise it will be perfect.

For example, we don't support all possible third party apps or types of data. We also cannot guarantee that the service will always be up and running.

Property

6. Intellectual property

6.1. We keep our intellectual property rights

We or our licensors own all intellectual property rights in the Services. Except for your right to use the BuzzSumo App and the Website, you are not granted any rights in or to use our intellectual property rights.

6.2. You give us a licence to use your feedback

You agree that we may freely use, sell, incorporate or otherwise exploit any suggestion, feedback, or request that you provide to us arising out of the use of the Services.

The BuzzSumo App is our intellectual property. Don't steal it or copy it!

We can use your feedback in product development.

Privacy

7. Privacy and publicity

  • We collect and process User data in accordance with our Privacy Statement.
  • We will not disclose that you are a customer without your prior written consent.
Data

8. Removal of data

A licensor or Applicable Law may require us to remove data from our Services. In such cases, where it affects you, we will notify you of the impacted data and you will promptly remove that data from your systems, whether during or after the Term.

Data

9. Suspension and termination

9.1. Suspension

  • If you use the Services in violation of this agreement, we may suspend your use of the Services (in whole or in part).
  • If we suspend the Services, we may refuse to restore the Services until we receive an assurance from you, in a form that we accept, that there will be no further breach of this agreement.

If you break the rules, we'll suspend your ability to use the Services.

9.2. Mutual termination

A party may terminate this agreement by written notice to the other party at any time if:

  • the other party is in material breach and the breach is not remediable;
  • the other party is in material breach and the breach is remediable, but the breach is not remedied within 30 days of being notified in writing of the breach;

    or
  • the other party begins insolvency proceedings or becomes the subject of a petition in liquidation or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors or, in relation to you, any analogous event in any relevant jurisdiction.

Either of us can terminate this agreement if the other party does something so bad that cannot be fixed, or doesn’t want to fix it, or is going insolvent.

9.3. Accrued rights and liabilities and survival

Termination of this agreement, however arising, does not affect the accrued rights and liabilities of the parties as at termination. All sections of this agreement that need to survive termination in order to give effect to them, survive termination.

Some rights and liabilities are still valid even after this agreement is terminated (for example, the need to potentially delete data under section 8).

Liability

10. Liability

10.1. What the parties are always liable for

You and we are each always liable for all liabilities that cannot be excluded or limited under Applicable Law (for example, fraud or personal injury caused by a party’s negligence.)

Please read the following sections carefully!

10.2. Losses a party is never liable for and scope of what “Liability” means

Subject to sections 10.1 and 10.3, a party is only liable for Losses that the other party suffers as a direct and reasonably foreseeable result of a party’s breach of its obligations under this Agreement. Other than as set out in section 10.1 and the previous sentence, neither you or us is liable to the other for any other Losses of any kind.

10.3. Our maximum liability

Each party’s total liability arising out of the Services, will never be higher, in aggregate, than the greater of:

  • £30,000

    or
  • 110% of the fees for the Services incurred during a Contract Year.

10.4. Force Majeure

Neither party is liable for a breach caused by an event beyond its reasonable control, including a natural disaster, disease outbreak, war, riot, terrorist action, civil commotion, malicious damage, government action, industrial action or dispute, fire, flood, storm, or failure of third party telecommunications services.

Each of you and us are always liable where the law requires us to be liable, like for fraud.

In case either of us is liable for something, we agree to limit the amount of damages.

Neither of us is liable in case of unavoidable catastrophes (!) that prevents us from carrying out our obligations.

Miscellaneous

11. Miscellaneous

11.1. No third party rights

Nobody except you and us are able to enforce this agreement against each other. No-one else has any rights whatsoever. data from your systems, whether during or after the Term.

This agreement applies only to you and us.

11.2. Notice

Each party will deliver notices for legal service or material breach by a courier service or recorded delivery, to the following addresses:

  • Our address: Our registered office
  • Your address: Address we have for you on file

Notices for any other matter may be by email, to the following addresses:

A party is deemed to have received notice as follows:

  • Recorded delivery/courier service: Three London, UK business days after posting
  • Email: 24 hours after it is sent

"In writing" means that we can communicate via email in most cases. However, in case we need to communicate about a legal issue, we must use a courier service.

11.3. No representations

This agreement forms the entire agreement between us and you.

You agree that no representations were made before entering into this agreement and that you do not rely on, and will have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as set out in this agreement.

This agreement is the only contract between us, and – like Metallica once said – nothing else matters.

11.4. Invalidity

If any term of this agreement is found invalid, illegal or unenforceable, the rest of this agreement remains in effect.

11.5. No waiver

Either party’s delay or failure to enforce a term of this agreement is not a waiver of that right and does not prevent that party from later enforcing that term or any other term.

If you or us don’t act to enforce this agreement, it doesn’t mean that we gave up on the right to do so later on.

11.6. Governing law and jurisdiction

English law governs this agreement, including any non-contractual disputes or claims related to it. You and we also agree that English courts have exclusive jurisdiction over our relationship.

If we ever end up in a dispute, we will resolve it in England, under English Law.

Definitions

12. Definitions

Applicable Law: any legally binding obligation applicable to a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.

BuzzSumo App: the software application described at http://buzzsumo.com/tour.

BuzzSumo (and “we” “us”, or “our”): BuzzSumo Limited, an English company, with company number 08854839, having its registered office at Sovereign House, Church Street 1st Floor, Brighton, BN1 1UJ.

Claim: any claim, action, suit, dispute, or proceeding.

Contract Year: the period starting at the beginning of the Initial Term and ending on the first anniversary of the Initial Term and each subsequent 12 month period thereafter, provided that the last contract year starts on the last anniversary of the beginning of the final Initial Term and ends on the termination of the Agreement.

Fees: the fees that you owe to us, based on your Subscription Plan.

Free App: the version of the BuzzSumo App that is available for free and which has a lesser functionality than the Paid App.

Initial Term: the initial term of your subscription, as set out in the Subscription Plan that you purchase.

Losses: any losses, damages, liabilities, awards, and costs (including court costs and reasonable attorneys’ fees) related to a Claim.

Paid App: the BuzzSumo App that is available for purchase.

Renewal Term: a renewal of your subscription of a period of time equal to the Initial Term.

Subscription Plan: any one of our subscription plans, as set out at https://app.buzzsumo.com/account/plans.

Services: the provision of the BuzzSumo App, the Website, and any other services that we agree to provide to you.

Taxes: legally applicable taxes, levies, duties or similar governmental assessments, including goods and services, value-added, and sales taxes.

Trial Period: a trial period, during which you can use the Paid App without being obligated to pay the Fees.

Term: for the Paid App means the Initial Term or Renewal Term, as applicable; and for the Free App means whenever you have a right to use the Free App.

User: an individual (human) user of the BuzzSumo App.

you: if you are an individual accepting this agreement on your own behalf, we mean you. Or, if you are an individual accepting this agreement on behalf of a company or legal entity, we mean that company or legal entity.

Website: www.buzzsumo.com.

This is what all those Words Starting With A Capital Letter mean.