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This Khoros Twitter Actions Addendum (“Addendum”) is between Khoros, LLC and its wholly owned subsidiaries (“Khoros”) and you (“Customer”) (each individually referred to herein as a “Party” and collectively as the “Parties”). This Addendum is issued with reference to and is made part of the Master Services Agreement executed between the Parties (“MSA”), and sets forth the general terms and conditions under which Khoros will provide to Customer the Annual Twitter Actions Subscription Service purchased pursuant to the relevant Service Order between Khoros and Customer (“SO”). Except as stated expressly in this Addendum, the terms of the MSA remain unchanged and in full force and effect. In the event of any conflict or inconsistency between this Addendum and the MSA solely in regard to the Annual Twitter Actions, this Addendum will govern. Any capitalized terms not defined herein shall be given the meaning assigned to them in the MSA. The Customer represents and warrants to Khoros that it has the authority to accept the Addendum on behalf of yourself, a company, and/or any other entity, as applicable. The Customer’s use of or access to the Twitter Actions (defined below) shall constitute your acceptance of the terms of this Addendum.
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:
Khoros Twitter Actions Definition
Khoros Twitter Actions (the “Twitter Actions”) are defined as all interactions between Khoros Subscription Services (i.e., Care, Marketing, Flow) and Customer-owned Twitter accounts via the Twitter platform. Interactions may include, but are not limited to, any of the following items managed within Khoros Subscription Services to deliver intended functionality:
Public owned content, such as Tweets published, replies, retweets, quote tweets, and paid ads visibility
Public un-owned content, surfaced via search (discovery) in Khoros Care or Khoros Marketing, like un-owned mentions, consumer/competitive intelligence queries
Private direct messages, sent and received, inbound and outbound
Customer Responsibilities and Obligations
Customer is obligated to comply with the terms of service and/or use of Twitter. Khoros does not control the operability or features of Twitter and/or the content posted by third parties to Twitter.
Suspension of Twitter Actions
Khoros reserves the right to, without prior notice to Customer, immediately terminate or suspend Customer’s access to Twitter Actions and any related application programming interface (API) should Customer fail to adhere to any of the terms stated in this addendum.
Term and Termination
This Addendum commences on the Effective Date of the applicable SO and will remain in effect until the earlier of (a) the expiration or termination of the applicable SO or (b) the termination of this Addendum in accordance with the MSA.
Purchasing and Usage
Twitter Actions are to be purchased on a mutually agreed SO on an annual subscription basis. Khoros will assist Customer in estimating expected usage and/or reviewing usage already occurring. Twitter Actions usage is available to Customers already using the Khoros Marketing Analytics and Khoros Care Analytics. Usage will be monitored on a minimum quarterly basis and if usage exceeds or is likely to exceed agreed upon tier, additional actions are available as stated herein by mutual agreement of the Parties:
Execution of a Service Order to increase usage tier and payment of incremental fees as stated in below pricing table
Customer may engage Khoros to optimize usage
Additional Subscription Services Annual Fee
Up to 1,200,000 Total Annual Twitter Actions across all Customer’s Khoros Subscription Services
Up to 3,600,000 Total Annual Twitter Actions across all Customer’s Khoros Subscription Services
|Up to 9,600,000 Total Annual Twitter Actions across all Customer’s Khoros Subscription Services||List|
|Over 9,600,000 Total Annual Twitter Actions across all Customer’s Khoros Subscription Services||Custom|
Twitter Actions usage is calculated based on the total Twitter Actions across all of Customer’s Khoros Subscription Services (Care, Marketing, Flow). For the avoidance of doubt, the 1.2M included Twitter Actions is shared across all of Customer’s Subscription Services.
Annual Twitter Actions in excess of 9,600,000 requires custom pricing based on the usage and expected usage. Such custom pricing is to be mutually agreed upon between the Parties.
If mutual agreement cannot be met and usage is not reduced, Khoros reserves the right to increase Customer to next tier and charge incremental fees for the remainder of the Subscription Duration, or limit Customer’s Twitter Actions.
CUSTOMER ACKNOWLEDGES THAT SERVICE FEATURES THAT INTEROPERATE WITH TWITTER DEPEND ON THE CONTINUING AVAILABILITY OF TWITTER API. SERVICES MAY BE IMPACTED, INTERRUPTED OR MAY CEASE IF TWITTER CEASES TO MAKE ITS API AVAILABLE AT ALL OR ON REASONABLE TERMS OR IF TWITTER EXPERIENCES AN OUTAGE, ANY MALFUNCTIONS OR ANY CHANGE IN THEIR SERVICES, PRACTICES OR FUNCTIONALITY.