Social Media Automation Terms

These Social Media Automation Terms (the "Social Media Automation Terms") are entered into by and between Allspice Labs, Inc. ("Allspice," "we," "our," or "us") and the publisher, creator, business, or other legal entity accepting these Social Media Automation Terms ("Publisher Customer," "Licensee," or "you").

These Social Media Automation Terms supplement the Enterprise License Agreement, applicable Order Form, or other written agreement between Allspice and Publisher Customer governing Publisher Customer's use of Allspice services (the "Underlying Agreement"). These Social Media Automation Terms apply only to Publisher Customer's access to and use of the Social Media Automation Services defined below.

By clicking to accept these Social Media Automation Terms, connecting a Connected Account, or accessing or using the Social Media Automation Services, Publisher Customer represents and warrants that the individual acting on its behalf is authorized to bind Publisher Customer to these Social Media Automation Terms.

1. Definitions

"Automation Content" means message templates, public reply templates, campaign copy, links, offers, keywords, trigger conditions, prompts, disclosures, images, and other content or instructions configured, submitted, or authorized by Publisher Customer for use through the Social Media Automation Services.

"Connected Account" means an eligible Instagram professional, business, or creator account, or other supported social media account, that Publisher Customer authorizes Allspice to access in order to provide the Social Media Automation Services.

"Lead Data" means contact information or other information voluntarily provided by a Recipient through an enabled automation, including an email address, telephone number, response to a prompt, stated preference, or other submitted information.

"Platform Data" means data received from, accessed through, transmitted to, or otherwise processed using Meta, Instagram, or any other supported third-party social media platform in connection with the Social Media Automation Services.

"Recipient" means an individual social media user who comments on, messages, replies to, mentions, or otherwise interacts with a Connected Account, or who receives or responds to a communication sent through the Social Media Automation Services.

"Recipient Data" means Platform Data relating to a Recipient, including social media identifiers, usernames, comments, messages, replies, mentions, interaction records, delivery or response status information, timestamps, and Lead Data.

"Social Media Automation Services" means Allspice functionality that enables Publisher Customer to connect a supported social media account and configure automated interactions, including, where enabled and permitted by the applicable platform, automated private replies, public comment replies, links, follow-up communications, campaign messaging, lead collection, and associated campaign management and reporting functionality.

2. Relationship to the Underlying Agreement

The Social Media Automation Services are Additional Services and are separate from the Widget and Partner Portal services described as "Enterprise Services" in the Enterprise License Agreement, unless an applicable Order Form expressly states otherwise.

Except as modified by these Social Media Automation Terms, the Underlying Agreement remains in full force and effect. The provisions of the Underlying Agreement relating to fees, payment, confidentiality, intellectual property, warranty disclaimers, limitation of liability, indemnification, suspension, termination, dispute resolution, and general contractual matters are incorporated into these Social Media Automation Terms to the extent applicable and not inconsistent with these Social Media Automation Terms.

In the event of a conflict:

1. the data processing terms in Section 9 of these Social Media Automation Terms control with respect to Recipient Data processed on behalf of Publisher Customer;
2. these Social Media Automation Terms control with respect to the Social Media Automation Services; and
3. the Underlying Agreement controls with respect to other Allspice products and services.

3. Access to the Social Media Automation Services

Subject to Publisher Customer's compliance with these Social Media Automation Terms, the Underlying Agreement, any applicable Order Form, and applicable law, Allspice grants Publisher Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the applicable term to access and use the Social Media Automation Services solely for Publisher Customer's internal business purposes and in connection with its own Connected Accounts.

Publisher Customer may permit its authorized employees, contractors, and agents to access and use the Social Media Automation Services on Publisher Customer's behalf. Publisher Customer is responsible for all acts and omissions of those authorized users and for maintaining appropriate role-based access controls and account security.

4. Connecting Accounts and Authorization to Act

To use the Social Media Automation Services, Publisher Customer must connect an eligible Connected Account through the authorization flow provided by Meta, Instagram, or another supported platform.

Publisher Customer represents and warrants that:

1. it owns, controls, or is duly authorized to manage each Connected Account it connects;
2. it has authority to permit Allspice to access the Connected Account and perform actions configured by Publisher Customer;
3. all information provided in connection with a Connected Account is accurate and current; and
4. its connection and use of the Connected Account complies with applicable platform terms and applicable law.

Publisher Customer authorizes Allspice to access each Connected Account and process Platform Data solely as necessary to provide, secure, support, monitor, and improve the Social Media Automation Services; execute automations configured by Publisher Customer; comply with applicable law or platform requirements; and enforce the applicable agreements.

Publisher Customer's relationship with Meta, Instagram, and any other supported platform is separate from its relationship with Allspice. Allspice is not responsible for actions taken by Meta, Instagram, or another supported platform, including restriction, suspension, revocation, delay, modification, or discontinuation of API access or functionality.

5. Automation Content and Campaign Responsibility

Publisher Customer retains ownership of its Automation Content. Publisher Customer grants Allspice a limited, non-exclusive, worldwide, royalty-free license during the applicable term to host, reproduce, process, transmit, display, and use Automation Content solely as necessary to provide, operate, secure, support, troubleshoot, and improve the Social Media Automation Services and execute the automations configured by Publisher Customer.

Publisher Customer is solely responsible for:

1. Automation Content and campaign configuration;
2. keywords, triggers, filters, timing, links, offers, product claims, disclosures, public replies, and message templates it configures or approves;
3. determining the individuals to whom its automations apply;
4. ensuring that Automation Content is accurate, lawful, non-deceptive, non-infringing, and consistent with applicable platform requirements;
5. any products, services, promotions, contests, giveaways, offers, newsletters, or other activities promoted through the Social Media Automation Services; and
6. its subsequent use of Lead Data or other information made available through the Social Media Automation Services.

Allspice may review, reject, suspend, disable, or remove any campaign, automation, Automation Content, Connected Account, or use of the Social Media Automation Services that Allspice reasonably believes violates these Social Media Automation Terms, applicable law, platform requirements, third-party rights, or presents a security, privacy, reputational, or operational risk.

6. Messaging, Marketing, and Acceptable Use

Publisher Customer agrees that it will not use the Social Media Automation Services to send or facilitate:

1. unlawful, deceptive, misleading, fraudulent, harassing, abusive, defamatory, infringing, discriminatory, or otherwise prohibited content;
2. spam, bulk unsolicited messages, or communications prohibited by applicable platform rules or applicable law;
3. messages that falsely imply endorsement, sponsorship, affiliation, or approval by Allspice, Meta, Instagram, or any other third party;
4. promotions, claims, offers, sweepstakes, contests, or endorsements that fail to comply with applicable law or required disclosure rules;
5. requests for sensitive personal information except where expressly permitted by Allspice and lawful; or
6. any effort to evade platform restrictions, rate limits, messaging limitations, consent requirements, or user opt-out preferences.

Publisher Customer is solely responsible for ensuring that its use of the Social Media Automation Services complies with applicable laws and regulations, including laws governing advertising, consumer protection, marketing communications, privacy, data protection, email marketing, telephone or text-message marketing, and promotions.

Publisher Customer must promptly honor applicable unsubscribe, opt-out, withdrawal-of-consent, suppression, deletion, and similar requests received from Recipients or communicated to Publisher Customer by Allspice.

7. Lead Data and Recipient Information

Where Publisher Customer enables functionality allowing Recipients to voluntarily provide contact information or other responses, Allspice may collect Lead Data through the Social Media Automation Services and make that Lead Data available to Publisher Customer.

Publisher Customer acknowledges and agrees that:

1. Lead Data is collected for Publisher Customer's benefit and at Publisher Customer's direction through the automation it configures;
2. Publisher Customer is responsible for determining the purpose of its collection and use of Lead Data;
3. Publisher Customer must provide any disclosures and obtain any consents required for its collection, storage, use, sale, sharing, transfer, export, marketing use, or other processing of Lead Data;
4. Publisher Customer may use Lead Data only in compliance with applicable law, its own privacy notice, any disclosures made to the Recipient, and applicable platform requirements;
5. Publisher Customer is responsible for maintaining appropriate records of consent, opt-out status, and suppression requirements relating to its use of Lead Data; and
6. Publisher Customer may not sell, disclose, or use Lead Data in a manner prohibited by applicable law, the applicable platform, or disclosures made to the Recipient.

Unless separately agreed in writing, Allspice does not determine Publisher Customer's subsequent marketing, sales, advertising, or customer-relationship uses of Lead Data once made available to Publisher Customer.

8. Meta and Third-Party Platform Requirements

Allspice accesses and processes Platform Data in connection with Connected Accounts through official APIs, webhooks, and related platform tools made available by Meta, Instagram, or other supported platforms.

Publisher Customer acknowledges that supported platforms may impose or change messaging windows, response limitations, rate limits, eligibility requirements, approval requirements, content restrictions, feature availability, data retention obligations, deletion requirements, or other rules at any time.

Allspice does not guarantee that:

1. any particular social platform feature will remain available;
2. messages, replies, links, public responses, or campaigns will be delivered, displayed, accepted, or acted upon;
3. a platform will approve, continue to authorize, or refrain from restricting a Connected Account or Allspice integration; or
4. the Social Media Automation Services will operate without interruption, delay, error, platform-imposed restriction, or change.

Allspice may queue, throttle, delay, reject, modify, suspend, or discontinue functionality where reasonably necessary to comply with platform requirements, respond to technical limitations, preserve security or stability, or reduce legal or compliance risk.

9. Data Processing Terms

9.1 Scope and Roles

This Section applies to Recipient Data that Allspice processes on behalf of Publisher Customer in connection with the Social Media Automation Services.

With respect to Recipient Data processed to execute automations configured by Publisher Customer, collect Lead Data for Publisher Customer, make Recipient Data available to Publisher Customer, or provide associated campaign-management functionality:

• Publisher Customer acts as the business, controller, or equivalent responsible party under applicable privacy law; and
• Allspice acts as Publisher Customer's service provider, processor, or equivalent recipient processing Recipient Data on Publisher Customer's behalf.

With respect to information relating to Publisher Customer's Allspice account, business relationship with Allspice, billing, service administration, fraud prevention, security, product improvement, legal compliance, or enforcement of agreements, Allspice may process such information for its own business purposes as described in the Allspice Privacy Policy.

9.2 Processing Instructions

Allspice will process Recipient Data only:

1. to provide, operate, support, troubleshoot, secure, and maintain the Social Media Automation Services;
2. to execute automations and instructions configured or submitted by Publisher Customer;
3. to make Lead Data and associated campaign information available to Publisher Customer;
4. to comply with documented instructions from Publisher Customer consistent with these Social Media Automation Terms;
5. to comply with applicable law, valid legal process, or applicable platform requirements; or
6. as otherwise permitted under applicable privacy laws for a service provider or processor.

Publisher Customer's configuration and use of the Social Media Automation Services constitute its instructions to Allspice to process Recipient Data for the foregoing purposes.

Allspice will not sell Recipient Data or share Recipient Data for cross-context behavioral advertising or third-party advertising purposes.

9.3 Details of Processing

Subject matter: Processing of Recipient Data in order to operate social media automations configured by Publisher Customer.

Duration: For the term during which Publisher Customer uses the Social Media Automation Services and for any limited period afterward required for deletion, backup management, security, fraud prevention, legal compliance, dispute resolution, or enforcement.

Nature and purpose of processing: Receiving social-platform webhook or API data; evaluating configured triggers; sending configured replies, messages, links, or public responses; storing campaign and interaction records; collecting voluntary Recipient responses and Lead Data; making applicable information available to Publisher Customer; supporting reporting, troubleshooting, security, and deletion processes.

Categories of data subjects: Recipients, including followers, commenters, message senders, responders, leads, prospective customers, and other individuals interacting with a Connected Account through an enabled automation.

Categories of Recipient Data: Social media-scoped identifiers; usernames; profile information made available by the applicable platform; comments; messages; replies; mentions; post, reel, story, message, or content identifiers; timestamps; delivery and response records; campaign interactions; email addresses; telephone numbers; preferences; responses to prompts; and other information voluntarily provided through an automation.

9.4 Publisher Customer Obligations

Publisher Customer represents and warrants that:

1. it has a valid lawful basis and all required permissions, authorizations, notices, and consents for its instructions to Allspice and its collection and use of Recipient Data;
2. its privacy notice accurately describes its use of the Social Media Automation Services and its collection and use of Lead Data where required by applicable law;
3. it will not instruct Allspice to process Recipient Data in violation of applicable law, platform requirements, or third-party rights;
4. it will respond appropriately to Recipient rights requests relating to its own use of Recipient Data; and
5. it will use Recipient Data made available by Allspice only for lawful purposes consistent with its disclosures and any applicable consents.

9.5 Confidentiality and Personnel

Allspice will ensure that persons authorized to process Recipient Data on its behalf are subject to appropriate confidentiality obligations or duties and access Recipient Data only as necessary to perform their responsibilities.

9.6 Security Measures

Allspice will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Recipient Data against unauthorized access, acquisition, disclosure, alteration, loss, destruction, or misuse, taking into account the nature of the data processed and the risks presented by the processing.

Publisher Customer is responsible for maintaining the confidentiality and security of its credentials, authorized-user access, exported Lead Data, downstream marketing systems, and any Recipient Data in Publisher Customer's possession or control.

9.7 Service Providers and Subprocessors

Publisher Customer authorizes Allspice to use service providers and subprocessors necessary to provide, host, store, secure, monitor, or support the Social Media Automation Services, including Google Cloud Platform and Firebase/Firestore.

Allspice will require subprocessors that process Recipient Data on its behalf to be subject to data-protection obligations appropriate to the services performed and the nature of the data processed.

Allspice remains responsible for its subprocessors' processing of Recipient Data to the extent required by applicable law and these Social Media Automation Terms.

9.8 Privacy and Deletion Requests

If Allspice receives a request from a Recipient relating to Recipient Data processed on behalf of Publisher Customer, Allspice may respond directly where required by applicable law, Meta platform requirements, or the Allspice Privacy Policy, or may refer the request to Publisher Customer where appropriate.

Publisher Customer agrees to reasonably cooperate with Allspice in responding to privacy, deletion, access, correction, opt-out, or similar requests relating to Recipient Data associated with Publisher Customer's campaigns.

Allspice may delete Recipient Data in response to:

1. a verified request made through Allspice's privacy or Meta data-deletion process, including at https://www.allspicelabs.com/request-deletion/;
2. a valid request or instruction from Publisher Customer;
3. a valid instruction or requirement from Meta, Instagram, or another applicable platform;
4. termination or disconnection of a Connected Account; or
5. applicable law or legal process.

Allspice may retain information where reasonably necessary for security, fraud prevention, legal compliance, dispute resolution, enforcement of agreements, or as otherwise permitted by applicable law or platform requirements.

9.9 Security Incidents

Allspice will notify Publisher Customer without undue delay after becoming aware of a confirmed security incident affecting Recipient Data processed on behalf of Publisher Customer, where notice is required by applicable law or reasonably necessary for Publisher Customer to comply with its own legal obligations.

Such notice will include information reasonably available to Allspice concerning the nature of the incident, affected data, and mitigation steps, to the extent permitted by law and consistent with security and confidentiality considerations.

9.10 Return and Deletion Following Termination

Upon termination of Publisher Customer's use of the Social Media Automation Services or disconnection of a Connected Account, Allspice will stop processing new Recipient Data for that Connected Account and will delete or de-identify retained Recipient Data within a commercially reasonable period, unless retention is required or permitted for legal compliance, security, fraud prevention, backup management, dispute resolution, enforcement of agreements, or applicable platform requirements.

Publisher Customer remains responsible for any Lead Data or Recipient Data it exported, copied, transferred, or otherwise retains outside the Social Media Automation Services.

9.11 International Data Processing

Publisher Customer acknowledges that Allspice and its service providers may process Recipient Data in the United States and other jurisdictions where Allspice or its service providers operate.

If applicable privacy law requires additional terms governing international transfers, including standard contractual clauses or another valid transfer mechanism, the parties agree to execute or incorporate such additional terms as reasonably necessary.

10. Fees and Payment

Fees for the Social Media Automation Services, including any fees based on connected accounts, usage, messages, contacts, campaigns, or other applicable metrics, will be stated in the applicable Order Form or other written pricing document accepted by Publisher Customer.

Unless otherwise stated in an applicable Order Form, fees for the Social Media Automation Services are separate from fees for the Widget, Partner Portal, or any other Enterprise Services.

The payment, invoicing, renewal, taxes, late-payment, and non-refund provisions of the Underlying Agreement apply to the Social Media Automation Services unless an applicable Order Form expressly states otherwise.

11. Suspension, Disconnection, and Termination

Publisher Customer may disconnect a Connected Account at any time through functionality provided by Allspice or Meta, where available, or by contacting Allspice.

Allspice may suspend, restrict, disconnect, or terminate Publisher Customer's access to some or all of the Social Media Automation Services immediately if Allspice reasonably believes that:

1. Publisher Customer has violated these Social Media Automation Terms, the Underlying Agreement, applicable law, or applicable platform requirements;
2. Publisher Customer's campaign or use of Recipient Data creates a privacy, security, consumer-protection, reputational, or legal risk;
3. a Connected Account is unauthorized, compromised, suspended, or restricted;
4. Meta, Instagram, or another supported platform requires or reasonably necessitates suspension or disconnection;
5. continued operation may harm Allspice, a Recipient, a third party, or the security or stability of the Social Media Automation Services; or
6. fees remain unpaid in accordance with the applicable Order Form or Underlying Agreement.

Termination or disconnection stops new automation processing for the affected Connected Account, but does not relieve Publisher Customer of obligations relating to prior campaigns, Recipient Data previously received, unpaid fees, indemnification, confidentiality, or provisions intended to survive termination.

12. Indemnification

In addition to any indemnification obligations in the Underlying Agreement, Publisher Customer agrees to indemnify, defend, and hold harmless Allspice and its officers, directors, employees, agents, affiliates, successors, and assigns from and against claims, damages, liabilities, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

1. Automation Content or campaign configuration provided, approved, or directed by Publisher Customer;
2. Publisher Customer's products, services, offers, promotions, contests, links, claims, or communications sent through the Social Media Automation Services;
3. Publisher Customer's collection, use, disclosure, marketing use, sale, sharing, transfer, storage, or deletion of Lead Data or Recipient Data;
4. Publisher Customer's failure to provide required notices or obtain required consent;
5. Publisher Customer's violation of applicable law or platform requirements;
6. Publisher Customer's failure to honor legally required unsubscribe, opt-out, deletion, suppression, or similar requests; or
7. acts or omissions of Publisher Customer's authorized users.

13. Disclaimers and Limitation of Liability

The warranty disclaimers and limitation-of-liability provisions of the Underlying Agreement apply to the Social Media Automation Services.

Without limiting those provisions, Publisher Customer acknowledges that the Social Media Automation Services depend on third-party platforms, APIs, policies, approvals, rate limits, messaging permissions, account status, and technical infrastructure that Allspice does not control. Allspice does not warrant that any automation, message, reply, lead-collection flow, campaign, Connected Account connection, or platform feature will be uninterrupted, error-free, delivered, accepted, available, or compliant with Publisher Customer's particular legal obligations.

14. General

These Social Media Automation Terms may be accepted electronically and form part of the agreement between Allspice and Publisher Customer governing the Social Media Automation Services.

All notices, governing-law provisions, dispute-resolution provisions, assignment restrictions, amendment procedures, waiver provisions, severability provisions, and other general contractual provisions in the Underlying Agreement apply to these Social Media Automation Terms unless expressly stated otherwise.

Allspice's processing of personal information in connection with the Social Media Automation Services is described in the Allspice Privacy Policy. Publisher Customer's acceptance of these Social Media Automation Terms acknowledges that it has reviewed the applicable Privacy Policy; the Privacy Policy is a disclosure of Allspice's privacy practices and does not reduce Publisher Customer's contractual responsibilities under these Social Media Automation Terms.

If Publisher Customer does not agree to these Social Media Automation Terms, Publisher Customer may not connect a social media account to, or access or use, the Social Media Automation Services.