1. Preamble and subject matter

These Terms of Use (hereinafter also “Terms”) govern the conditions and methods of use of the application PS Company Social Publisher(hereinafter the “App”), registered with Meta Platforms Inc. and used by PS Company SRL(hereinafter “PS Company”), a company duly incorporated under Italian law with registered office in Italy, within the scope of social media management contracts entered into with its clients.

The App is an internal operational tool of PS Company, developed and maintained by PS Company itself, intended exclusively for the agency’s authorized personnel. The App is not offered as a SaaS service to third parties, does not allow registration of public users, does not distribute user-generated content, and displays no advertising.

The use of the App for a Client of PS Company (hereinafter “Client”) takes place through the explicit authorization granted by the Administrator of the Client’s Facebook Page or Instagram Business account, through the OAuth authentication flow provided by Meta. The granting of such authorization constitutes full acceptance of these Terms.

2. Definitions

• App: the PS Company Social Publisher application registered with Meta Platforms Inc.
• PS Company: PS Company SRL, an Italian digital marketing agency, the exclusive operator of the App.
• Client: legal entity holding the Facebook Page and/or Instagram Business account to which the services provided by PS Company through the App relate, party to a contract in force with PS Company.
• Page Administrator: natural person designated by the Client as holder of the administration credentials of the Client’s Meta Page/Account, authorized to grant authorizations to third-party apps.
• Meta: Meta Platforms Inc. and its affiliated companies, operators of the Facebook and Instagram services.
• Permissions: the OAuth scopes required by the App and granted by the Page Administrator at the time of authorization (e.g., pages_manage_posts , instagram_business_basic , etc.).

3. Description of the service

Through the App, PS Company provides the Client with the following service within the scope of the social media management contract:

• Editorial publication: scheduled or immediate publication of posts, photographs, videos, reels and carousels on the Client’s Facebook Page and Instagram Business account, in accordance with the agreed editorial calendar.

The service listed above is provided exclusively within and to the limits set by the principal social media management contract in force between PS Company and the Client. These Terms constitute an integral and accessory part of that contract.

4. Authorization requirements

The use of the App on a Client’s Page or Instagram account requires the joint existence of the following requirements:

1. a valid and effective social media management contract between PS Company and the Client;
2. explicit authorization granted by the Page Administrator through Meta’s OAuth flow, with granting of the required permissions;
3. compliance with Meta’s Platform Terms , Facebook’s Community Standards and Instagram’s Community Guidelines.

The Client may revoke at any time the authorizations granted to the App by accessing Facebook → Settings → Business Tools and removing PS Company Social Publisher from the list of authorized apps. The revocation immediately interrupts PS Company’s ability to operate through the App, without prejudice to the provisions of the principal contract regarding withdrawal obligations, notice periods and settlement of pending relationships.

5. PS Company’s obligations and responsibilities

PS Company undertakes to:

• use the App exclusively for the purposes set forth in the contract with each Client, in compliance with the agreed operational instructions;
• limit access to systems to authorized personnel with the necessary skills and qualifications;
• adopt adequate technical and organizational measures for the protection of the data processed (access tokens, editorial content, metadata), in compliance with Article 32 GDPR;
• comply with Meta’s Platform Terms and Developer Policies and any other applicable regulation;
• provide the Client, upon its request, with a copy of the content published on its behalf;
• immediately cease the use of the App on the Client’s Page in the event of revocation of authorizations or termination of the principal contract.

6. Client’s obligations and responsibilities

The Client, through its Page Administrator, undertakes to:

• grant the OAuth authorizations required by the App within the limits necessary for the provision of the agreed service;
• keep its Meta accounts (Facebook Page, Instagram Business account, administrator account) updated and protected, including the security of its credentials and the activation of two-factor authentication;
• promptly inform PS Company of any changes to the internal organization affecting the Page’s administration rights (Page transfer, change of administrators, etc.);
• provide PS Company with the content, editorial guidelines and approvals necessary for the provision of the service, in the manner defined contractually;
• comply with Meta’s Platform Terms , the Community Standards and the regulations applicable to its sector (e.g., sector-specific regulation, professional advertising regulation, codes of conduct).

The Client is and remains the owner of the Facebook Page and Instagram Business account and of the content published. PS Company acts as a service provider and does not acquire any ownership or extra-contractual right of use over the Client’s content, trademarks or distinctive elements.

7. Limitations and prohibitions

It is forbidden to anyone (PS Company, Client, third parties) to use the App to:

• publish content that violates Facebook’s Community Standards , Instagram’s Community Guidelines , Meta’s Advertising Policies or any applicable regulation;
• publish content that is illegal, fraudulent, defamatory, obscene, pornographic, infringing copyright or trademarks, or infringing on the privacy of third parties;
• generate mass automated behaviors (spam, mass-tagging, mass-following);
• circumvent Meta’s security or rate-limiting mechanisms;
• operate on Pages or accounts for which no proper authorization has been granted;
• use the App for purposes other than the editorial management of social channels, such as data aggregation, scraping of users, or profiling of third parties.

PS Company reserves the right to unilaterally interrupt the provision of the service in the event of Client requests that constitute a violation of the rules referred to above, providing prompt notice and reasons to the Client.

8. Intellectual property

The source code of the App, its architecture, interfaces, automation scripts and any element of intellectual property relating to the tool are the exclusive property of PS Company SRL. The Client does not acquire, through the use of the service, any right of use, copy or distribution of the App itself.

The editorial content (copy, photographs, videos) produced by PS Company within the scope of the social media management contract follows the ownership and licensing regime set forth in the principal contract. In the absence of specific provisions, unless otherwise agreed in writing, the following rules apply to the content: PS Company grants the Client a non-exclusive, perpetual, royalty-free license for the use of the content on the Client’s official channels, within the limits of the contract’s purposes.

The trademarks, logos and distinctive elements of the Client are and remain the exclusive property of the Client. PS Company uses them exclusively within the limits necessary for the performance of the contract.

9. Warranties and limitation of liability

PS Company provides the service with the diligence typical of the industry professional, in compliance with social media management best practices and Meta’s policies. However, given the App’s technical dependency on Meta’s Graph APIs, PS Company does not warrant and cannot be held liable for:

• unavailability, malfunction or modification of Meta’s APIs that temporarily prevent the provision of the service;
• changes to Meta’s policies that limit the distribution, visibility or reach of published content;
• measures taken by Meta against the Client’s Page (reach reductions, sanctions, suspensions, content removals) not attributable to PS Company’s direct conduct;
• loss of engagement, followers, conversions or commercial metrics resulting from the operation of the Meta algorithm;
• consequences arising from content, instructions, editorial choices or guidelines provided directly by the Client.

PS Company’s overall liability, for any cause whatsoever, is in any case limited to the consideration paid by the Client for the 12 months preceding the event giving rise to the damage, except in cases of willful misconduct or gross negligence provided for by law.

10. Termination of the relationship

These Terms cease to have effect upon the occurrence of one of the following events:

• termination, withdrawal or natural expiry of the principal social media management contract between PS Company and the Client;
• revocation, by the Client, of the OAuth authorizations granted to the App;
• termination of the App’s operation by PS Company, communicated to the Client with reasonable notice.

Upon termination of the relationship, PS Company will discontinue the use of the App on the Client’s Page and will delete the data relating to the Client within 60 days, save for different legal obligations.

11. Changes to these Terms

PS Company reserves the right to modify these Terms of Use at any time, in order to adapt them to technical, organizational or regulatory requirements. The updated version will always be available at this address: www.pscompanysrl.com/social-publisher-terms-of-use. Any changes of significant scope will be communicated to Clients via email with reasonable notice.

12. Governing law and jurisdiction

These Terms are governed by Italian law. Any dispute concerning the interpretation, performance or termination of these Terms shall be subject to the exclusive jurisdiction of the Court of Modena (Italy)(Foro di Modena), without prejudice to different jurisdictions provided by mandatory provisions of law for the protection of the Client as a consumer (where applicable).

13. Final provisions

The possible invalidity or ineffectiveness of a single clause of these Terms shall not entail the invalidity or ineffectiveness of the remaining clauses. The tolerance, even repeated, of a violation of these Terms shall not be construed as a waiver by PS Company of its right to enforce its rights.

For any communication, request for clarification or report relating to these Terms, please contact PS Company at info@pscompanysrl.com.