Basic Conditions of Use
(Effective as of June 13th, 2023)

These Basic Conditions of Use are applicable and incorporated into the Terms of Service, Master Services Agreement, or other agreement(s) for services you have with us, as applicable (the “Main Agreement”). Terms not defined herein shall have the meanings set forth in the Main Agreement. “Third-Party Content” means any data, information, or content originating from or belonging to any third-party. “Third-Party Platform” means a third-party from which Talkwalker collects and processes Third-Party Content for Company as part of an analysis or query made on the Talkwalker Platform. Company acknowledges and agrees these Basic Conditions of Use may be updated by Talkwalker from time-to-time, with or without notification, by publishing a notice on its website at https://www.talkwalker.com/terms-of-service. An up-to-date version of this document can be found at https://www.talkwalker.com/basic-conditions-of-use.

In order to provide the Talkwalker Services, Talkwalker relies on our clients to adhere to appropriate standards of use. In this sense:

1. Content from Third-Party Platforms shall not be publicly displayed. Due to restrictions from our Third-Party Platforms, content can generally not be publicly displayed.  However, analytic extracts of Talkwalker reports, such as charts, graphs, etc., may be displayed so long as the original content received from Third-Party Platforms does not appear in such display. For illustrative purposes, if Company wishes to embed Tweets or other Third-Party Platforms’ content directly on its website, it must comply with any applicable law and the conditions specified by (i) that relevant Third-Party Platform or (ii) as stated in the agreement between such relevant Third-Party Platform and Company, if any. Any other public displays are not permitted unless specifically authorized and pre-approved by Talkwalker, and the applicable Third-Party Platform, as may be required.

2. Company cannot use the Services to obtain unauthorized content. Company may not use the Services for any illegal or unauthorized purposes, such as downloading and/or reproducing data, information, or content without the necessary prior authorizations to do so.

3. Company is responsible for what it accesses or posts on Third-Party Platforms. Company acknowledges and agrees it is solely responsible and solely liable for any content provided and/or accessed by Company on any Third-Party Platforms, as well as any communications or interactions between Company and any third parties through such Third-Party Platforms. Talkwalker does not have any control regarding the data Company provides on the Talkwalker Platform via the Services nor have any right to or control of the Third-Party Content that Company accesses through its use of the Services.  

4. Company acknowledges the Services or content may be reasonably limited, to avoid abuse (i.e., what is sometimes referred to as “excessive usage”). Third Party Platforms have data limits that restrict both Talkwalker and its clients. For illustrative purposes, it would be an abuse of the Services to conduct a query on a broad or general term which would result in a significant amount of results over time (such as conducting a search on all sport clubs without using any additional filters such as "country" or otherwise). Such use would put an unusual load on Talkwalker’s servers and infrastructure, potentially impacting the availability of the Talkwalker Services without justification. If Talkwalker notices such usage of the Services, it may either reduce access to the Services or part thereof,  or temporarily suspend Company’s account due to improper use. Continued excessive usage shall constitute a material breach by Company and may lead to termination of the Main Agreement by Talkwalker. 

5. Company acknowledges and agrees that “Unlimited Use” does not mean unlimited in all respects. While we believe clients will receive the benefits of what would be typically or reasonably perceived as “unlimited” in the marketplace, there may be constraints on our abilities, which we often can’t control, such as the continuous availability, completeness, and accuracy of Third-Party Platforms and other data providers, which Company understands and agrees are outside of Talkwalker’s control, and subject to the excessive usage conditions defined herein.

6. Talkwalker has no obligation to conduct any verification, modification, filtering, or deletion of any data nor does it warrant a continuous uninterrupted feed of data. Talkwalker undertakes to use commercially reasonable efforts to make all data available to its customers at the time of subscription. Talkwalker, however, has the right to exclude certain data from search results or otherwise make it inaccessible if Talkwalker, in its sole discretion, believes the provision of such data would cause Talkwalker to violate agreements with third parties or to infringe on intellectual property or other proprietary rights of third parties or any applicable laws and/or regulations. Further, Talkwalker cannot guarantee that historical data will be available at all times. If a Third-Party Platform requires Talkwalker to erase all or part of the historical data, Talkwalker shall comply with such requirement. Further, once the Main Agreement or an Order Form expires or terminates, Talkwalker shall have no obligation to retain any historical content and shall be fully entitled to erase such content. Nevertheless, Company agrees that, as Talkwalker is dependent upon (i) Third-Party Platforms and data providers, and upon (ii) international legislation (including but not limited to intellectual property, copyright, or personal data protection), it cannot represent and warrant that such access to data (or to specific parts of the data) can be guaranteed over the entire course of the Main Agreement. Should a significant data volume be no longer available through the Services, Company and Talkwalker shall discuss potential workaround solutions. If such meeting fails to provide a reasonable solution, either Party will then have the right to terminate the Main Agreement without further recourse and any fees paid upfront shall be prorated and refunded to Company for the Services that will not be received, as final compensation.

7. Company acknowledges the intellectual property rights of Talkwalker: Company acknowledges Talkwalker and its licensors have developed the Services by applying proprietary knowledge and expertise, expending substantial time, effort, and money. The Services, including but not limited to any website (including without limitation the text, image, video and audio files, graphics, tables, functionality, data selection, and arrangement) are protected by applicable copyright and trademark law, or trade secrets, and may be protected by patent and other forms of intellectual property rights. As between the parties, Talkwalker and its licensors retain all present and future right, title, and interest in the Services, and all intellectual property rights therein including but not limited to trademarks, trade names, database rights, processes, software, patents, copyrights, designs, logos, calculations, algorithms, and domain names. 

8. Company is not allowed to copy or attempt to copy Talkwalker’s intellectual property or tamper with Talkwalker’s code or Services. Company may not make any copy of, or make derivative works incorporating any of the elements of, or reverse-engineer or decompile or try to access and/or modify in any way the source code of any software made available by and/or protected by Talkwalker’s, its affiliates’ and licensors’ intellectual property rights. 

9. Company cannot access and use the Services in order to build, use, or offer available any similar or competitive services. The license provided in the Main Agreement are the rights provided to Company and any rights not expressly given are prohibited.

10. Company cannot use the Services to violate any applicable law or Third-Party Platforms terms and conditions, including, without limitation, for surveillance purposes. Talkwalker cannot foresee all possible uses of the Services. It is therefore Company's sole responsibility to use the Services in accordance with any applicable legislation, rules, administrative orders, etc. Company shall not, and shall not allow or assist any person, entity, or government to use the Services to (i) target, segment, or profile any individual based on sensitive personal information, including health (e.g. pregnancy, negative financial status or condition, political affiliation or beliefs, religious or philosophical beliefs, membership in any group or organization, national, racial or ethnic origin, sex life or sexual orientation, any alleged or actual commission of a crime, trade union membership or any other sensitive or unlawful categories of personal information; (ii) conduct research or analysis that isolates a small group of individuals or any single individual for disciplinary, discriminatory, or unlawful purposes; (iii) conduct surveillance, crime detection, or investigations of any individual, group, organization, monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings) or event to gather intelligence for purposes of protecting or enforcing private rights, policing, law enforcement, intelligence activities, espionage, or similar; (iv) without our prior consent, display, distribute, or otherwise make available information obtained via the Services to any member of the intelligence community, law enforcement, or any other government or public sector entity; or (v) display, distribute, or otherwise make available information obtained via the Services to any person or entity Company reasonably believes, or should have reason to believe, may use such data to infringe on any right of any third party under applicable law, beyond the reasonable expectations of privacy of data subjects, international treaties, the Universal Declaration of Human Rights, and applicable data protection laws and regulations including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”) or its applicable equivalent, Singapore’s Personal Data Protection Act (“PDPA”), and the California Consumer Privacy Act (“CCPA”). Company understands it remains subject to Talkwalker’s on-going compliance review, specifically in regard to the use made by Company’s authorized users of the Services for the purposes of (a) the performance of the Services including support, maintenance, and account management services; (b) the compliance with the fair usage conditions as defined herein; (c) the compliance with applicable Third-Party Platforms conditions; and (d) compliance with applicable law and/or regulations, including but not limited to the GDPR, PDPA, CCPA, and other data protection regulation. If Talkwalker reasonably determines the provision of such data would be offensive, discriminatory, violate agreements with third parties, infringe on intellectual property or other proprietary rights of third parties, or violate applicable law and/or regulations, it may exclude certain data from search results or otherwise make it inaccessible to Company, together with Talkwalker’s right to suspend or terminate immediately the Services and the Main Agreement. Company also acknowledges that certain Third-Party Platforms may require Talkwalker to share identity and usage information about entities receiving the content that is provided by such Third-Party Platforms. Company understands and agrees that Talkwalker, in good faith, would comply with such requirements from Third Party Platforms to the extent they pertain to compliance review. At any time, and at its own discretion or the direction of the relevant Third-Party Platform, or by running an internal inquiry, Talkwalker may determine that Company's use of the Services does not meet the requisite Compliance Conditions, or any conditions included in the Agreement, preventing Talkwalker from granting further access to the Services, in whole or in part. 

11. The license to use the Services is given to Company and to no one else. Company can only use the Services within Company’s own corporate organization. Further, Company cannot sublicense, rent, lease, transfer, assign, distribute, display, disclose, create derivative works of, or commercially exploit or make available the Services to a third party, without prior written consent of Talkwalker. 

12. Company agrees to respect the integrity of the Services. Company cannot engage in any activity that: (a) interferes or attempts to interfere with the Services’ proper functioning or disrupts or diminishes the quality of the Services; or (b) circumvents, disables, or otherwise interferes with security-related features of the Services or features that enforce limitations on use of the Services.

13. Company cannot use the Services for illegal purposes or in an unethical manner including for hate speech, “targeting” of political opponents, or for any purpose that would be detrimental to the interests or reputation of Talkwalker. Company cannot not (i) use the Services, Talkwalker Deliverables, content, reports, or any other information obtained therefrom in a way that breaches the terms of these Basic Conditions of Use or of any agreement between Company and any third party; (ii) gain or attempt to gain or grant to others unauthorized access to the Services; (iii) to communicate any material which is illegal, unlawful, or obscene, unacceptable, defamatory, abusive, immoral or offensive, such as spamming, hacking, phishing, or harassing; (iv) use the Services in a manner that would be in breach of ethical advertising principles or result in a breach of the reasonable expectation of privacy or the law of privacy of the data subject; (v) interfere in any manner with, or disrupt the integrity or performance of, the Services or their operation, or the hardware and network used to operate the Services; (vi) to breach the law applicable to Company; (vii) to breach the law applicable to Third-Party Platform content; or (viii) for any other use which may be detrimental or defamatory in any way to Talkwalker, its business, or its customers or partners. Talkwalker reserves the right to determine (in its sole discretion) whether use of the Services in breach of this section constitutes a material breach and may lead to termination of the Main Agreement by Talkwalker.  

14. Company accepts that Talkwalker reserves the right to notify any competent authority or Third-Party Platform of any action or conduct by Company while using the Services or Company’s Data or third-party content that Talkwalker may deem to be unlawful or infringing, without any prior notification to Company.

15. In case of breach of any of the above-mentioned conditions Talkwalker may be free to terminate the Services with or without prior notice, and without prejudice to our other rights or remedies.