By using the MeetSOCi.com website (“Site”) or any of the services provided by SOCi, Inc. (“SOCi”, “we”, “us”, or “our”), including but not limited to the hosted platform services of the SOCi® Social Media Management Platform (the “Platform”), or by integrating the Platform through an API provided by SOCi, into websites or applications (“Integrated Platform Services”), or by making the Platform available to third party users pursuant to an agreement with SOCi (“Reseller Arrangement”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).  “You”, “your” or “Customer” means the person or legal entity accessing or using the Services.  The Site, Integrated Platform Services and any services provided by us at the Site, including the Platform services, as well as any other contracted services provided by SOCi personnel or contractors (such as content posting), may be referred to herein collectively as the “Services.” If you do not wish to be bound by these Terms of Service, please exit the Site now and do not use any of the Services.  Your agreement with us regarding compliance with these Terms of Service becomes effective immediately upon commencement of your use of the Site or Services, or earlier if agreed by you in a subscription agreement with SOCi.

We expressly reserve the right to change these Terms of Service from time to time upon reasonable notice to you (including without limitation via electronic notification or notification on the Site).  You agree that it is your responsibility to review these Terms of Service from time to time and to familiarize yourself with any modifications.  Your continued use of this Site or any Services after notification of such modifications will constitute acknowledgement of the modifications and agreement to abide and be bound by the revised Terms of Service.  You can review the most current version of the Terms of Service at any time at: https://www.MeetSOCi.com/terms-of-service.  For questions about the Terms of Service please email [email protected].

Violation of any of the terms below may result in the suspension or termination of your access to the Services without a right to any refund for any payments made.

1. ACCOUNT REQUIREMENTS

1.1 To register for the Services, you must be 18 years or older, you must provide the information requested (which may include such items as your legal full name, a valid email address for you, a valid phone number for you, and other information, and which may be collected through a third-party service such as Facebook Connect, and you hereby authorize us to collect such data) (the “Registration Data”), and you must be a human.  The Services are not intended for, or offered to, users under the age of 18.

1.2 If you are a company or other legal entity, subject to any user limitations or fee arrangement you may have entered into with SOCi, you may only permit your employees and consultant (in the course of providing services for you) to be users (“Users”) with access to the Services.  Each User must be individually registered to use the Services, and create their own user name and password to access the services (“User Account”).  A single User Account may not be shared by multiple people.  The information we obtain through your use of the Services, including your Registration Data, is subject to our Privacy Policy, which is available at http://www.MeetSOCi.com/privacy-policy.  Any breach of these Terms of Service by a User under your Services account shall be deemed a breach by you.

1.3 If you integrate the Integrated Platform Services through an API provided by SOCi, or if you resell the platform to third party users through a Reseller Arrangement, “Users” also includes all end users that access the Services through your website or application or via an agreement with you, you will be responsible for the compliance by all Users with these Terms of Service, and, without limiting the foregoing, you must at a minimum obtain from SOCi the third party terms of service provisions (the “Pass-Through Terms”), and require Users to agree to the Pass-Through Terms either as part of the terms of service you require of your Users or otherwise.  We may, upon notice (including email) to you, reasonably update the Pass-Through Terms from time to time.

1.4  You agree not to use any User Account, username or password of another user at any time or to do anything else that might jeopardize the security of your or another user’s User Account, the Site, the Services, or the Platform.  You agree to notify us immediately of any unauthorized use of any User Account of which you become aware.  If we have reasonable grounds to suspect violation of these Terms of Service or that registration information you have provided is untrue, inaccurate, outdated, or incomplete, we may terminate your access to the Services without refund.  We are not responsible for any loss or damage to you or any third party that may be incurred as a result such a termination, or any unauthorized access and/or use of your User Account. From time to time SOCi will gain access to beta programs from our network partners like Facebook, Instagram and others. In order to make these new technologies and tools available to you our network partners require that you adhere to their terms of services.  By utilizing the Platform, you hereby acknowledge that you have read and agree to these terms which can be found at https://www.facebook.com/legal/BetaProductTestingTerms & https://help.instagram.com/477434105621119/.

1.5 You will be responsible for maintaining the security of all credentials that you use to access the Services, including your User Account name and passwords (including but not limited to administrative and user passwords).

2. DESCRIPTION OF OUR SERVICES

2.1 General.  We reserve the sole right to either modify or discontinue the Services available at any time, including by modifying our subscription plans with or without notice to you; however, we will use reasonable efforts to provide you with advance notice if any of the changes, in our sole judgement, materially adversely affect your use of the Services.  We do not guarantee that a specific subscription plan or rate will always be available outside of the term of a Subscription Agreement.

2.2 Subscription Agreement. We may require that you enter into a valid separate agreement that incorporates these Terms of Service (“Subscription Agreement”) whereby you agree to pay us the applicable fee (“Subscription Fee”), until the expiration of the agreed upon term (“Subscription Term”) or termination of your subscription in a manner agreed upon with us.  While these Terms of Service shall govern your use of the Platform, and your relationship with SOCi, any provision of the Subscription Agreement shall take precedence over these Terms of Service during the Subscription Term with respect to the subject matter(s) set forth in the Subscription Agreement.

3. PAYMENTS

3.1 By purchasing or activating Services, you authorize SOCi to invoice and/or charge the stated Subscription Fee, and any applicable sales, telecommunication, excise or similar taxes.  Unless otherwise set forth in a Subscription Agreement, Subscription Fees are due in advance of access to the Services and are typically offered in annual increments.  All Subscription Fees are earned in full when paid and are not refundable. Unless otherwise specified in a Subscription Agreement, we reserve the right to increase a Service’s fees or institute new fees at any time, which shall become effective for you at the end of the then-current term of your Subscription Agreement.  Subscription Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities for which you shall be solely responsible to pay.

3.2 Unless otherwise set forth in a Subscription Agreement, you are responsible for paying all fees and applicable taxes associated with the Services with a valid payment method within thirty (30) days of delivery of an invoice.  You may receive invoices and make payments in any manner agreed upon with SOCi.  If you have elected to make automatic payments via credit card, charge card, debit card, PayPal, or financial institution account (herein “Payment Method”) for all charges to your accounts with SOCi, then you hereby authorize SOCi to charge your Payment Method for the fees incurred.  When you provide a Payment Method to us, you confirm that you are permitted to use that Payment Method and you also authorize our third party payment processor to receive, collect and store your Payment Method information, along with other related transaction information.  When you make a purchase, you authorize us (and our designated payment processor) to charge the full amount to the Payment Method you designate for the transaction.

3.3  If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand and reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and other liability incurred by us (including costs and related expenses) that were caused by or arising out of payments that you authorized or accepted, (b) SOCi may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) we reserve the right to either suspend or terminate your access to the Services, including Services and any User Accounts you have with us, as well as delete your account.  We are not responsible for any loss or damage to you or any third party that may be incurred as a result.  You agree to submit any disputes regarding any invoices related to your account in writing to SOCi within thirty (30) days of the receipt of the invoice, otherwise such dispute will be waived and such invoice will be final and not subject to challenge.

3.4  Unpaid fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees.  Fees are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any.  You agree to pay such taxes (excluding US taxes based on SOCi’s net income) unless you have provided SOCi with a valid exemption certificate.  Notwithstanding anything to the contrary, in addition to any other remedy available, SOCi may restrict or suspend your access to the Platform upon five (5) business days’ notice if payment is not made when due.

4. CANCELLATION AND TERMINATION

4.1 Unless otherwise set forth in a Subscription Agreement, the Services, and your obligation to pay for Services, shall be for an initial term of 12-months, and will automatically renew for 12-month periods unless either you or we provide notice of non-renewal at least 60 days prior to the end of the then-current term. You may send notice of non-renewal to us in writing via email at [email protected].  At the time of renewal, SOCi will invoice and/or charge, as the case maybe, based on the then-applicable terms.  Other than as may be set forth in a Subscription Agreement, early termination is only available upon payment of the fees associated with the remaining term (ie, termination in month 3 is only possible upon payment of the remaining 9 months of the initial term). Otherwise, there is no early termination of a term, and no pro-ration of the fees associated therewith. We will not issue refunds or credits for partial periods of service, upgrade/downgrade refunds, or refunds for unused time with an open account.

4.2  Upon cancellation, any and all data you have provided the Services may be immediately deleted, and may not be recovered once your account is cancelled.  We do not accept any liability for loss of any such data due to cancellation of your account.

4.3 We further reserve the right to disable or deactivate accounts for which fees are owed for more than sixty (60) days.  In the event of such termination, all data associated with such account may be deleted.  We are not obligated to provide you prior notice of such termination.

4.4 The term of these Terms of Service will continue for as long as you access and use the Services.  Rights to accrued payments, remedies for breach and Sections titled “Content Rights,” “Platform & Software Rights,” “Disclaimer of Warranties,” “Limitations of Liability,” “Indemnification,” “Interpretation,” and “Miscellaneous,” and this Section shall survive any termination or expiration of these Terms of Service.

5. CONTENT RIGHTS

5.1 Customer Feedback.  You may from time to time provide suggestions, comments, potential improvements or other feedback to SOCi with respect to the Services (“Feedback”).  Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for SOCi notwithstanding anything else.  You shall, and hereby do, grant to SOCi a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

5.2  Customer Content.  Any intellectual property rights that you have with respect to any content you store on our Services, submit through our Services or which you may deliver to us for use in connection with the Services (collectively “Customer Content”) remains yours.  You grant us a non-exclusive, world-wide, fully-paid up, sub-licensable, transferable, limited license to access, copy, modify, use, distribute, store, transmit, reformat, list information regarding, edit, translate, make derivative works of, publicly display and publicly perform such Customer Content to the extent needed to provide our Services to you, as well as for SOCi’s internal business use, including, but not limited to, running analytics and diagnostics on the Platform, and modifying, improving or operating the Platform.  The license you grant us is non-exclusive (meaning you are free to license your Customer Content to anyone else in addition to SOCi), fully-paid and royalty-free (meaning that we are not required to pay you for use on the Services), transferable and sub-licensable (so that we are able to use our affiliates and subcontractors such as Internet content delivery networks to provide the Services), and worldwide (because the Internet and the Services are global in reach).  You are solely responsible for the Customer Content that you upload, publish, display, link to, or otherwise make available via the Services, and you agree that SOCi is only acting as a passive conduit for the online distribution and publication of the Customer Content. Notwithstanding the foregoing, SOCi retains the authority to remove any Customer Content uploaded that it deems or suspects is in violation of these Terms of Use, third party rights or applicable laws, at its sole discretion.

5.3 Platform Content.  The Platform allows for information, including links, posts, and excerpts that have been made publicly available and obtained by SOCi on your behalf from the Internet, including through RSS Feeds and social networks such as Facebook, and data derived therefrom, including text, images, videos, metrics, reports, summaries, graphs, and charts (“External Content”), as well as content curated by SOCi, including images (“Library Content”), (collectively “Platform Content”).  You are solely responsible for the External Content that you upload, publish, display, link to, or otherwise use or make available via the Services or otherwise, and you agree that SOCi is only acting as a passive conduit for the online distribution and publication of the External Content.  While SOCi has taken reasonable care to ensure that use of the Library Content is permissible as provided for by the Services, if you chose to publish, display, link to, or otherwise make available via the Services any Library Content, you do so at your own risk.

5.4 Derivative Works.  The Platform allows you to create works from Customer and Platform Content (“Derivative Works”).  By creating any Derivative Works from Customer and Platform Content, you represent and warrant that you have necessary rights to do so, and that your creation of such works does not violate any third party terms.  You grant us a non-exclusive, world-wide, fully-paid up, sub-licensable, transferable, limited license to access, copy, modify, use, distribute, store, transmit, reformat, list information regarding, edit, translate, make derivative works of, publicly display and publicly perform such Derivative Works to the extent needed to provide our Services to you, as well as for SOCi’s internal business use, including, but not limited to, running analytics and diagnostics on the Platform, and modifying, improving or operating the Platform.  You are further solely responsible for any liability created by the creation of Derivative Works you may create via the Services.

6. ACCEPTABLE USE

6.1  You agree and acknowledge that the Site and its content search capabilities make content available to you for information purposes only.  You will not use any such content in a manner that is unlawful or otherwise violates these Terms of Service or those of any third party site from which the content was retrieved or to which your content will be displayed, and all other applicable laws and regulations.

6.2 By posting Customer Content or Platform Content through the Services, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content, including text, communications, software, images, sounds, data, or other information that:

(i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;

(ii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

(iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

(iv) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(v) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

(vi) impersonates any person or entity, including any of its employees or representatives.

6.3  We and our agents have the right in our sole discretion to remove any Customer Content or Platform Content that, in our judgment, does not comply with these Terms of Service or any other rules of user conduct for the Services, or is otherwise harmful, objectionable, or inaccurate.  We are not responsible for any failure or delay in removing such content.  You hereby consent to such removal and waive any claim against us arising out of such removal.

6.4  Your use of the Services is subject to all applicable laws and regulations, as well as the applicable terms of any third party that you are using our Services to manage (such as, Facebook, Twitter, LinkedIn, Google Plus, etc.), and you are solely responsible to ensure that your use of the Services is in compliance therewith.  Your use of the Services is at your sole risk and is provided on an “AS IS” and “AS AVAILABLE” basis.  You must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services or SOCi.  You will not to reproduce, duplicate, copy, sell, resell or exploit, any portion of the Services, use of the Services, or access to the Service without the express written permission by SOCi.  You may not overwhelm the Site or Services by using significantly more bandwidth than other customers, as determined by us at our sole discretion, nor degrade the reliability, speed, or operation of the Site, Services or any underlying hardware or software thereof.  The Services may not be used in connection with promoting anything, which in SOCi’s sole discretion is, harmful, hateful, obscene, or unlawful.  You must not use the Site or Services to transmit any worms, viruses or any code of a destructive nature.

6.5 You will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or any software, documentation or data related to the Platform (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Platform; use the Platform other than for your internal benefit; use the Platform other than in accordance with these Terms of Service or any other written agreement with respect to the subject matter hereof or in compliance with all applicable laws and regulations, including but not limited to any privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation.

6.6  No Backup Responsibility.  We are not required to keep back-up copies of any data on the Site once your access to the Services is suspended or terminated in any way.  We make no guarantee that any data provided will be safely stored.  To be safe, you should independently back-up your data, to the extent permitted herein and by applicable laws and regulations.  You acknowledge that we may terminate any User Account in accordance with these Terms of Service.

7. INFRINGING USER CONTENT

7.1 The posting of infringing content shall be deemed a breach of these Terms of Service.  SOCi may terminate your access to the Services if it is discovered that you have caused content to be displayed through the Services that violates the intellectual property rights of others.

7.2 If you believe that certain content that is being displayed through the Services violates the intellectual property rights of others, please send a written statement to us by email at [email protected] and by air mail at the contact information as specified at the Directory of Service Provider Agents for Notification of Claims of Infringement at the United States Copyright Office (http://copyright.gov/onlinesp/list/a_agents.html) that includes substantially the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

(iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v)  A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

7.3 You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that any claims of the complaining party and the party that originally posted the materials will be addressed in accordance with the Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov).

7.4 Please also note that in some instances SOCi acts as a conduit between our users and the various third party platforms that users use our Services to manage (i.e., Facebook, Twitter, LinkedIn, Google Plus, etc.).  In some instances, the content published via SOCi may not be in SOCi’s custody or control.  If the alleged infringing content falls into that category, SOCi will inform you in writing, and will encourage you to contact the third party platform on which such content has been published.

8. CO-REGISTRATION RIGHTS TO USER INFORMATION

8.1  Many of the Services allow you to gather information from and about users who interact with the Services (e.g., when they are displayed on your Facebook page).  If you choose to gather information from your users through the Services, you understand and agree that the such information captured through the Services will be delivered to us via the Services and may be used by us subject to our Privacy Policy and to the data rules and regulations of the organization from which the information originated (i.e., Facebook, Twitter, LinkedIn, Google Plus, etc.).

9. PLATFORM & SOFTWARE RIGHTS

9.1  SOCi Services.  As between you and SOCi, SOCi retains all right, title, and interest in and to the Services.  Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of SOCi’s rights or interests therein or any other SOCi intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible.  All rights, title, and interest in and to the Services not expressly granted in this herein are reserved by SOCi.  The software that runs the Services and look and feel of the Services is a copyright © 2017 of SOCi, Inc.  All rights reserved.  You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from SOCi.

10. RIGHT TO ANNOUNCE OUR RELATIONSHIP

10.1  By accessing or using our Services, you grant us the limited right and license to list and display your name, trademark, and logo in connection with our customer lists and marketing materials in print or on the web to announce that you are using our Services.  You may terminate this right and license upon written notice to us once your access to the Services has been terminated.  You will have the right to disclose your use of our Services but not the terms or specifics (including pricing terms) of your relationship with us, unless we approve such disclosure in writing prior to such disclosure.

11. DISCLAIMER OF WARRANTIES

11.1  ALL MATERIALS, CONTENT, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITED UNDER APPLICABLE LAW.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

11.2 THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

11.3 THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

11.4  SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. LIMITATIONS OF LIABILITY

12.1 You expressly understand and agree that SOCi shall not be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SOCi has been advised of the possibility of such damages), resulting from any cause, including:  (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.

12.2  SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12.3 THE TOTAL LIABILITY OF SOCi, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED THE LESSER OF TEN THOUSAND DOLLARS ($10,000) OR THE AGGREGATE OF THE FEES PAID TO SOCi HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

13. INDEMNIFICATION

13.1 You agree to defend, indemnify, and hold SOCi, Inc. and our affiliates harmless from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Site, Platform and Services, as well as any use or misuse of the same by third parties if you offer the Services to third parties, whether via the Integrated Platform Services or a Reseller Arrangement or otherwise.  Your obligation to indemnify shall include any claims that are in connection with or arising out of a claim (a) alleging that the Customer Content or Derivative Works infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; or (b) relating to, or arising from, Customer Content or your breach of the Acceptable Use section.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

14.  CONSENT TO ELECTRONIC NOTICE

14.1 By using the Site, the Platform or the Services, you agree that SOCi may communicate with you electronically regarding administrative, security and other issues relating to your use of the Site, Platform and Services.  You agree that any notices, agreements, disclosures or other communications that SOCi sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights.

15. INTERPRETATION

15.1 You agree that no joint venture, partnership, employment, or agency relationship exists between you and the SOCi as a result of these Terms of Service or accessing or using the Site, Platform, or the Services.  SOCi’s performance under these Terms of Service is subject to existing laws and legal process, and nothing contained in these Terms of Service is in derogation of SOCi’s right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Site, Platform, or Services or information provided to or gathered by SOCi with respect to such use.

15.2 If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Service shall continue in effect.  A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  Except as otherwise specified in these Terms of Service, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email.  Notices to us must be sent in writing to the following address: [email protected], and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party.  No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.  You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise.  We may assign our rights and privileges under these Terms of Service (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control.  Subject to the foregoing, these Terms of Service shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

16.  MISCELLANEOUS

16.1 These Terms of Service are controlled by us from our offices within California, United States of America. By accessing the Services we both agree that the statutes and laws of the State of California, without regard to (i) the conflicts of laws principles thereof and (ii) the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Services.  Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules.  The Tribunal will consist of one arbitrator.  The place of arbitration will be San Diego, California.  The language to be used in the arbitral proceedings will be English.  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

16.2 The failure of SOCi to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.  The Terms of Service, coupled with any legally executed pricing terms and modifications, constitutes the entire agreement between you and SOCi and govern your use of the Service, which supersedes any prior agreements between you and SOCi.

16.3 You understand that SOCi uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services and SOCi is not responsible for the shortcomings of any such third parties.

16.4  Written notices required under these Terms of Service should be sent via email to [email protected].