PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE LIMITATIONS ON LIABILITY AND A DISCLAIMER OF ALL WARRANTIES.
These Terms of Service (referred to herein as these “Terms of Service” or this “Agreement”) are between Socio Labs Inc. (“Socio”, “We”, “Us” or “Our”) and you (collectively, “Customer,” “You” or “Your”). By implementing or using the Service (as defined below), service or application, or by using, or signing up for an account on Our Site and/or our App, You agree that You are authorized to accept this Agreement on behalf of Yourself and that You are bound by this Agreement. If You are agreeing to this Agreement for use of the Service by an organization, then You are agreeing to this Agreement on behalf of that organization (and “Customer,” “You” and “Your” will refer to that organization). You must have the authority to bind that organization to this Agreement; otherwise You must not sign up for the Service. By using the Service, You are representing and warranting that You are over the age of 18, or the legal age of majority in Your jurisdiction of residence. Socio does not make the Service available to anyone under the age of 13.
Please note that if You have executed a separate written agreement with Socio regarding Your use of certain of Our Services, then that agreement, and not these Terms of Service, applies to those Services. If You enter into an “Sales Agreement / Order Form” signed by You and Us that expressly refers to these Terms of Service, then the following terms apply:
1. Registration Process and Paying Plans
If You decide to register for the Service, You must provide certain limited information about Yourself to Socio and create an account. You agree to be responsible for Your account password as well as the acts and/or omissions of any third party using the Service through Your account. You must notify Socio immediately of any unauthorized use of Your account or loss of account information. You agree to keep all account information complete, accurate and up to date (including without limitation any payment and contact information). We reserve the right to refuse the Service to any user and terminate Your account for any reason within Socio’s sole discretion. Don’t worry - You can opt-out of any marketing emails from Us through Your account settings or through a link in the e-mail that We send.
You authorize us (or a billing agent acting on Our behalf) to charge You the applicable fees using Your selected payment method. We’ll automatically bill You in advance from the date You convert to a Paid Plan based on Your usage, and on each subscription renewal, until cancellation.
The fees set forth in this Agreement are the net amount that We must receive exclusive of any taxes and, in addition to such fees, You shall be responsible for promptly paying (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export and similar charges related to this Agreement.
ONCE YOU HAVE PURCHASED A PAID PLAN, WE WILL AUTOMATICALLY CHARGE AT THE END OF EACH SUBSCRIPTION PERIOD FOR THE NEXT SUBSCRIPTION PERIOD, UNLESS YOU NOTIFY US IN WRITING THAT YOU WANT TO TERMINATE YOUR SUBSCRIPTION AND CEASE USING THE SERVICE AS SET FORTH IN SECTION 9 (Termination).
We may revise Service rates at any time, or impose additional fees or charges. If You are on a Paid Plan, We will do this by providing You with at least 30 days’ notice prior to the next charge (as such notice is set forth in Section 10 “Modifications to the Agreement”). Provided that if You upgrade Your plan (or an upgrade occurs automatically as set forth in this section), You will be charged at the then-current rate. Unless otherwise expressly stated in writing, any discounts applied to a previous subscription period do not apply to a renewed subscription period, including to any automatic renewals.
Your Paid Plan will remain in effect until it’s cancelled or terminated under these Terms and Conditions. If You don’t pay for Your Paid Plan on time, We reserve the right to suspend or terminate Your account. Unpaid fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Unless otherwise stated, all fees are stated in, and shall be paid in, US dollars.
2. Limited License
2.1 By Socio
Subject to the terms and conditions of these Terms of Service, during the period You have a valid subscription with Socio. Socio grants You (and You agree to comply with) a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use: the Software and certain proprietary documentation in the form generally made available by Socio to You on the Site for use with the Software (the “Documentation”), solely to connect to the Service, and solely for Your benefit and Your internal business purposes. Your use of the Service shall be subject to the applicable Service documentation and restricted pursuant to the terms and conditions of this Agreement.
As between You and Socio, Socio owns all rights and interest to any and all patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible and whether or not now known or hereafter discovered) (“Intellectual Property Rights”) in and to the Sites and Service. Nothing in this Agreement grants You any rights whatsoever in or relating to the source code of the Software (except for examples of code that are provided by Socio in source code format). All ownership rights, title, and Intellectual Property Rights in and to the Site and Service shall remain in Socio and/or its licensors. Other than as expressly granted herein, Socio does not grant You any other rights to the Sites or Service. You agree that Socio has the right to change, modify, add to or discontinue or retire any aspect or feature of the Site or Service at any time. Socio has no obligation to give You notice of any changes. From time to time, Socio may, but is under no obligation to, release upgrades, fixes or new versions of the Service, although these upgrades may not be consistent across all platforms and devices. All such upgrades, fixes or new versions shall be considered part of the Site and Service subject to the terms of this Agreement, unless We provide different terms at the time of release. The Service may include Software which may update automatically.
2.3 By You
By using the Service, application or service, You hereby grant Socio the right to include Your name or logo on Socio’s Site or other marketing and promotional efforts.
You agree not to, or to allow others to: (i) adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Site or Service, including without limitation, the source code and any other underlying ideas or algorithms of the Software (except to the extent applicable laws specifically prohibit such restriction or where in accordance with the API terms of service); (ii) copy the Software; (iii) transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes, or otherwise commercially use or exploit the Service; (iv) use the Site or Service in violation of any applicable regulation or law; (v) ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department’s Bureau of Export Administration, the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable government agency, (vi) use or attempt to use the Service for competitive analysis or benchmarking of the Service, or to develop a competitive service or directly compete with the Service; (vii) to store or transfer any tortious, illegal or infringing materials, (viii) use or attempt to use the Service, or provide us with any data, in violation of any third-party rights of any kind, including without limitation any privacy, intellectual property, confidentiality or contractual rights, (ix) to transfer any viruses, worms, trojans or other items of a similarly destructive nature.
Customer shall use no less than industry standard security measures with respect to its access and use of the Services and Software. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, communication services, web and hosted services and platforms, and any platforms, networks, services and/or websites where it distributes and runs its services and applications, including but not limited to, Facebook, Android, Google Play, Blackberry and iOS/App Store and all third party products and service providers that Customer requests Socio to supply with data, or from whom Customer provides Socio with data (collectively, “Third Party Platforms”). Customer shall be responsible for compliance its own and all terms of service and privacy policies with respect to the Third Party Platforms. Without limiting the foregoing, Customer agrees to comply with third party terms of service and privacy policies for all third party analytics providers and other services that Socio provides with data at Your request, or that you request to provide Socio with data. Socio is not responsible for any act or omissions of any Third Party Platform. Customer shall also be responsible for maintaining the security of the Third Party Platforms, its account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the account or the Third Party Platforms with or without Customer’s knowledge or consent.
You agree to:
4. Confidential Information.
“Confidential Information” means: (a) the Service (Including the Software and Documentation); and (b) any Socio business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to Socio’s plans, designs, costs, prices, finances, marketing plans, business opportunities, personnel or research and development. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party. You will not use Confidential Information, except as necessary for Your performance of this Agreement.
The parties agree that any material breach of this Section (Confidentiality) will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of this Section in additional to any other relief to which Socio may be entitled.
5. Customer User Data
Our Services enable You to collect data (“Customer User Data”) about how Your customers and other users (Your “Users”) use and interact with your events through the Socio Application, including but not limited to other services and applications on which You have integrated Our Service (including without limitation User name, postal address, e-mail address, IP address, social networks, and phone number). We enable You to specify the Customer User Data that You collect, and, at Your direction, to pass that data into the Socio Service, and to and from a variety of third-party tools and services. Socio may also store Customer User Data in connection with the Service. Socio is not responsible for inspecting the Customer User Data that it collects, and collects such information automatically under Your direction when providing Our Service.
As between Customer and Socio, Customer and Socio shall retain all right, title and interest in and to the Customer User Data.
We collect, store, and use both Customer and Socio’s Customer User Data on Our servers to provide You with the Service. Our Service transfers data to servers that store User data in the U.S. and outside the U.S. We only share User information as follows:
We also take commercially reasonable steps to safeguard Customer User Data. Provided, however that no security system is impenetrable. It may be possible for third parties to intercept or access Customer User Data, and We cannot guarantee the security of such information and is not responsible for unauthorized access to Your account or Customer User Data.
You agree to comply with all applicable privacy and data protection regulations. We will not be responsible for any act omission of any third party that You request to provide us with Customer User Data or to whom You request us to forward Your Customer User Data, and You will indemnify and hold us harmless arising out of or related to their provision or use of the Customer User Data.
6. Warranty Disclaimer
TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICE AND SITE ARE PROVIDED BY SOCIO AND ITS LICENSORS “AS IS” AND “AS AVAILABLE” AND SOCIO MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE AND SITE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, WORKS, OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES SOCIO GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU. SOCIO DOES NOT WARRANT THAT THE SERVICE OR SITE, OR ANY PORTION THEREOF, ARE ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE OR SITE WILL BE UNINTERRUPTED, OR THAT THE SERVICE’S OR SITE’S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICE IS OFFERED BY SOCIO FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. SOCIO MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM JURISDICTIONS OUTSIDE THE UNITED STATES ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SOCIO AND/OR ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE (i) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE OR SITE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE OR SITE, ADVERTISEMENTS, UNAUTHORIZED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED, TO CONTRACT OR TORT AND WHETHER OR NOT SOCIO WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE ; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. IN NO EVENT SHALL SOCIO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF MONIES PAID FROM YOU TO US AS CONSIDERATION FOR USE OF THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS SOCIO ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF THE SERVICE, SITE, OR THIRD PARTY PLATFORM, INCLUDING WITHOUT LIMITATION THE SERVICES FROM WHOM WE RECEIVE OR TO WHOM WE SUBMIT DATA OR INSTRUCTIONS AT YOUR REQUEST, INCLUDING WITHOUT LIMITATION THAT ANY CLAIM THAT ANY OF THE FOREGOING VIOLATES ANY THIRD PARTY RIGHT, (B) SERVICES, PRODUCTS, INFORMATION, DATA, PROCESSING INSTRUCTIONS OR CONTENT YOU SUBMITTED OR USED IN CONNECTION WITH THE SERVICE, OR (C) ANY ACTUAL OR ALLEGED NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, MANIPULATION, OR BREACH OF THIS AGREEMENT, BY YOU. YOU WILL NOT ENTER INTO ANY SETTLEMENT OF, OR AGREEMENT RELATED TO, ANY MATTER COVERED BY THIS SECTION WITHOUT FIRST OBTAINING SOCIO’S WRITTEN CONSENT. SOCIO RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO PARTICIPATE IN ANY DEFENSE, AND TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL FULLY COOPERATE WITH SOCIO IN SUCH DEFENSE.
9. Term and Termination
These Terms of Service will remain in effect from registration, and, upon conversion to a Paid Plan subscription, until Your paid subscription to the Services terminates, or until the Terms of Service are otherwise terminated as set forth herein.
For Customers under a Paid Plan, You may terminate this Agreement effective as of the end of the then-current subscription period by providing us with at least thirty (30) days’ written notice prior to the expiration of Your then-current subscription term. Once You are under a Paid Plan, We may terminate this Agreement at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice.
10. Modifications to this Agreement.
Our employees are not authorized to vary the terms of this Agreement. This Agreement may be modified only (a) by obtaining Our written consent in an agreement signed by an officer of Socio; or (b) as set forth below in the immediately following paragraph.
You agree that Socio may modify the terms of this Agreement from time to time, and that Your right to access the Service is conditioned on an ongoing basis with Your compliance with the then-current version of this Agreement. We will notify You when We make material revisions or modifications to the Agreement by (x) posting a notice or new version of this Agreement on the Socio Site, or (y) providing direct notice in a communication to Your customer account (if You have one), or otherwise in some manner through the Service that We deem reasonably likely to reach You (which may be by posting to this Site). The modifications will be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Services or Site following the posting of this Agreement, You consent to the revised or modified terms of this Agreement.
12. Socio Registration Clients (Payments and Refunds)
If you sign up for our Registration product, the following terms shall apply:
i. If you offer paid Event tickets, all proceeds (including, without limitation, ticket face value, Socio’s Fees, taxes, and royalties) from the sale of Event tickets via the Services (collectively, "Event Registration Fees") will be collected by our third-party payment processing partners, such as Stripe® (the “Payment Processing Partners”). You hereby consent to such collection. Our Payment Processing Partners will transfer to you, within such time period that is consistent with their practices, the Event Registration Fees for such event less Socio’s Fees (if applicable), the applicable fees charged by the Payment Processing Partner, refunds, disputed charges, chargebacks and any other applicable fees and deductions.
ii. If you offer paid Event tickets, Socio’s Fees will be based upon the face value of each ticket (not taking into account any fees charged by the Payment Processing Partner), and you hereby agree to have our Payment Processing Partners directly remit such Fees to us.
iii. The collection of Event Registration Fees shall be subject to and governed by the terms of such Payment Processing Partners, and Socio assumes no responsibility and shall not be liable for any acts or omissions of Payment Processing Partners. You may be required by the Payment Processing Partners to enter into an agreement directly with such Payment Processing Partners.
iv. Except for a ticket that has been refunded pursuant to clause (v) below, you agree to accept, honor and fulfill all tickets, whether free or paid, that have been confirmed by Socio through the Services. It is your sole responsibility to confirm the authenticity of any ticket and to confirm that any attendee has acquired a valid ticket.
v. When posting an Event, you must communicate a refund policy for the Event. If you choose to offer refunds to any Event attendees, you authorize our Payment Processing Partners to issue on your behalf a refund of the Event Registration Fee (less any fees charged by the Payment Processing Partner). All disputes with respect to Event ticket refunds are to be handled between Client and Event attendees.
vi. You may not post, through the Services, any Events which: (A) violate or facilitate the violation of any applicable law, (B) would be prohibited under the rules and regulations of the Card Schemes and Alternative Form of Payment Frameworks, (C) take place in a country to which the United States has embargoed goods and/or services of the same type as the Services, and (D) contain any User Content that would violate these Terms or our Acceptable Use Policy below. If we determine, in our sole discretion, that a posted Event violates the previous sentence, we reserve the right to cancel the Event, to suspend or terminate your account and access to the Services and/or to report you to applicable law enforcement agencies for further action.
vii. You agree that it is your sole responsibility to determine, collect, report and remit any taxes (including, without limitation, sales, use and value-added tax) that may must be collected in connection with your use of the Services.
13. Contacting Us
If You have any questions or concerns at all about Our Terms of Service, please feel free to email us! And You can also always contact us via snail mail if You’re feeling old-fashioned:
Socio Labs Inc.
115 W Washington St Suite 1190
Indianapolis, IN 46204