Terms of ServiceLast updated as of Janurary 7, 2017.
Prana Interactive Inc. d/b/a Socialix and its affiliates, successors and assigns (“Socialix” or “Company” or we” or “us”) is the owner and operator of the website available at https://socialix.com/ (“Website”), and the platform, dashboard, features, data, information, tools, updates, code, software, mobile applications (“App” or “Apps”), e-mail notifications, newsletters, blog posts, products, or any other services or materials provided by us (collectively, “Service” or “Services.” For the avoidance of doubt, the Website is included in the Services).
If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and affiliates. In that case, the terms “you” or “your” shall also refer to such entity and affiliates. If you do not have such authority, you may not use the Services.
BY ACCESSING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES.
If you have questions about the Terms or any of our policies, please contact us at email@example.com.
1. We Reserve the Right to Update and Revise These Terms at Any Time.From time to time, we will review and update the Terms. You should review these Terms each time you use the Services. Any new features added to the current Services will be subject to these Terms. We will notify you of any updates here, and by 1) posting a notice and link to the updated Terms the next time you log into the Services, at which point you must assent to such updated Terms in order to login and/or 2) posting a pop-up notice and link to the updated Terms on the Website or App. You will be deemed to have accepted these Terms, as updated, if you continue to use the Services after you receive such notice.
2. Eligibility.In order to use the Services, you must (1) be 18 or older, or be 13 or older and have your parent or guardian’s consent to these Terms, (2) have the ability to enter into a binding contract with us and not be barred from doing so under any applicable laws, and (3) agree that you will not use the Services in any country or in any manner prohibited by any laws, restrictions, or regulations that apply to you, including United States export control laws and/or foreign laws, restrictions, or regulations.
If you are a competitor or acting on behalf of a competitor of Socialix, you do not have the right to access the Services.
We may change our eligibility criteria at any time, and reserve the right, but are not obligated, to further limit access to the Services to any person, entity, geographic region, or jurisdiction.
4. Account Registration and Information.While you may access some of the Services without registration, access to many features requires registration. As a registered Member of the Services, you may act in the following capacities:
- “Influencer” – An Influencer refers to Users who are Members of the Services for the purpose of communicating and connecting with Brands (defined below). Influencers must have over 5000 followers on one or more of the following social media platforms in order to use the Services: Facebook, Google+, Twitter, Pinterest, YouTube, Instagram, and any other platform that we may deem acceptable from time to time in our sole discretion (collectively, the “Channels”);
- “Brand” – A Brand refers to Users, such as advertisers, marketers or their agents, that are authorized by us to use the Services in order to monitor marketing efforts and to seek Influencers to market or publicize certain approved Brand’s products or services (“Brand Content”).
Account registration requires you to submit to Socialix certain personal information, such as your name, e-mail address, password, and mailing address. Influencers must register via one of the Channels and agree to allow us to access and publically share certain information made available via the Channels. Members may be required to provide a valid payment and/or payout method which may include credit card, PayPal, direct deposit, wire transfer, and/or other banking information, and you authorize us to charge, deduct from, send and receive transfers, or make payouts to such accounts.
Brand SubscriptionsBrands must subscribe to the Services by either (1) entering into a month-to-month agreement directly on the Services or (2) entering into a separate Subscription Agreement with us. If you are a Brand, we may contact you after you complete the registration form and may send you a proposed Subscription Agreement, which will include a fee proposal and other subscription terms. Brands must provide valid credit card billing information and agree to be charged fees in accordance with a month-to-month plan or their Subscription Agreement in order to use the Services.
Please review our termination policy (set forth in Section 5, below) before you subscribe to the Services.
Taxes and Fees.Members agree to pay all applicable fees and taxes related to use of the Services. Some payment or payout methods may involve the use of third-party processors, which may impose additional charges on you, for which you are solely responsible.
Your earnings may be subject to income and other taxes. We may require that you provide us with certain taxpayer information, including without limitation a W-9, Form W-8ECI, or Form 8BEN. At our discretion and as required by law, we may provide you with a summary of your reportable earnings such as a Form 1099-K or a Form 1042-S. You are solely responsible for any applicable sales or Value Added Taxes (“VAT”) and for reporting any taxable income to the IRS or tax authorities in your jurisdiction.
Accurate Account Information.You agree to provide us with complete, accurate, and updated account and profile information. Incorrect or outdated information may lead to delays or errors, including the inability to make or receive payments (for which we will not be responsible) or in the termination or suspension of your account.
Security and Confidentiality.You are solely responsible for maintaining the security and confidentiality of your account, password, and login credentials and for all activities that occur under your login or account. We are not liable for any damages or loss caused from any unauthorized account actions. Please notify us at firstname.lastname@example.org immediately if you become aware of any unauthorized use of your account.
5. Termination.All provisions of these Terms which by their nature should survive termination shall survive termination; including, but not limited to, provisions governing intellectual property rights, limitation of liability, disclaimer of warranty, and indemnification. If you entered into any obligations with us or other Users prior to termination, you may still be bound by those terms even after your account is terminated.
If your account or the account of any other Member is terminated, you may lose all associated information, including User Content (defined in Section 9, below). Even after your account has been terminated, your campaign histories will remain accessible by other Members, and any license granted by you under these Terms shall survive. Copies of User Content may have been retained as part of our routine backups.
Socialix Right to Terminate.We reserve the right to refuse registration, suspend, block, prevent access to, or terminate any account and/or your right to use the Services at any time, with or without cause, in our sole discretion and without prior notice to you. We also reserve the right to limit or prohibit all activity that, in our sole judgment, appears to be malicious or unlawful.
Members’ Right to Terminate.Influencers can delete their accounts at any time on the Services.
Brands with a month-to-month subscription to the Services can terminate their accounts by sending a written notification of termination thirty (30) days in advance to us at email@example.com. Brands who have entered into a separate Subscription Agreement with us can terminate their accounts solely in accordance with the terms of their Subscription Agreement.
6. Brand and Influencer Agreement.Among other things, the Services may facilitate the creation of Brand marketing or advertising initiatives requiring the services of one or more Influencers (a “Campaign”). Such Campaigns shall be pursuant to the terms of a Member’s offer via the Services detailing relevant information such as the Campaign description, requirements, restrictions, disclosures, compensation, schedules, Campaign duration, marketing Channels, and the Brand Content to be marketed (collectively, the “Offer”). Members may withdraw any unaccepted Offer within 48 hours of publication of same via the Services.
Once a non-offering party has accepted an Offer, the terms of the Offer shall constitute a binding agreement by and between the Influencer and Brand (a “Campaign Agreement”). The Influencer and Brand are solely responsible for the exchange of any obligations set forth in the Campaign Agreement. Influencer obligations may include the creation of custom content that incorporates the Brand Content (the “Influencer Content”). Influencers shall submit Influencer Content (a “Submission”) for Brand’s prior written approval before publication of Influencer Content via the Channels. Brands have seven (7) days from Submission to either approve (a “Brand Approval”) or request a modification of such Submission. If the Brand has not otherwise requested a modification within seven (7) days of the Submission, such a Submission shall be deemed to have received Brand Approval. Upon receipt of Brand Approval, the Influencer is authorized to and shall publish and/or distribute such Influencer Content in accordance with the Campaign Agreement (the “Transaction”).
Notwithstanding anything to the contrary herein, Brand Approval shall constitute a grant by the Brand of a limited, non-exclusive license to the Influencer in and to any and all applicable Brand Content, to the fullest extent necessary for Influencer to market, display, promote, advertise, distribute, broadcast and otherwise disseminate such Brand Content via the Channels in accordance with the terms of the Campaign Agreement. Subject to the terms of the foregoing limited license and any other license set forth in these Terms, Transactions shall not be deemed to assign or otherwise affect, and the Brand shall retain its right, title and interest in and to its Brand Content.
Likewise, notwithstanding anything to the contrary herein, by entering into a Campaign Agreement with a Brand, Influencers grant to such a Brand a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, advertise, broadcast, perform, display and otherwise disseminate such Influencer Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology (including the Channels) now known or later developed. Subject to the terms of the foregoing limited license and any other license set forth in these Terms, Transactions shall not be deemed to assign or otherwise affect, and the Influencer shall retain its right, title and interest in and to its Influencer Content.
Brands reserve the right, in their sole discretion, to require that Influencers immediately remove or otherwise refrain from publishing any Influencer Content. If an Influencer fails to remove such Influencer Content or markets, displays, promotes, advertises, distributes, broadcasts, disseminates, or publishes Brand Content without Brand Approval, that Influencer (1) shall be in breach of these Terms and its account may be terminated; (2) shall not be entitled to any payment set forth in the Offer; and (3) may be liable to the Brand for damages to the fullest extent permitted by law.
Facilitated Payments.Socialix may agree to facilitate the transmission of any payments in connection with a Campaign Agreement via the Services (each, a “Facilitated Payment”).
Before consummating a Transaction that includes a payment to an Influencer, the Brand must have first deposited with Socialix funds sufficient to meet its payment obligations. Where applicable, once an Influencer receives Brand Approval, undisputed funds due to that Influencer in accordance with the parties’ Campaign Agreement shall be released by Socialix to that Influencer via the payout method set in your account settings. The timing of Facilitated Payments depends on the payment or payout method.
NOTWITHSTANDING THE FOREGOING, SOCIALIX IS NOT YOUR TRUSTEE OR FIDUCIARY, AND IS NOT A PARTY TO ANY AGREEMENTS BETWEEN MEMBERS.
We reserve the right to place a hold on a Facilitated Payment if we determine that the funds may be related to a breach of applicable law, to cooperate with law enforcement, or for any other reason that we deem necessary. All unused funds held by us on behalf of Brands are fully refundable unless otherwise due and owing to an Influencer.
Disputes between Members.Socialix may, in its sole discretion, attempt to resolve disputes between Members, but it has no obligation to do so. Email us at firstname.lastname@example.org if you are unable to resolve a dispute with another Member.
7. Marketing Laws & Disclosure.You are solely responsible for abiding by all laws and regulations that apply to you, including relevant advertising and marketing laws. Influencers must clearly disclose their connections with Brands, (i.e. the fact that a post is “sponsored by” a Brand) and shall comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”), the WOMMA (Word of Mouth Marketing Association) Code of Ethics and Social Media Disclosure Guide, and any other applicable federal, state, local, or foreign laws or regulations in existence now or in the future.
8. Links and Third-Party Accounts.The Website may contain links to third-party websites or resources. Socialix is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply our endorsement of them. You assume all risk arising from your use of any such websites or resources.
You will be able or required to connect your Socialix account with third-party accounts, including Channel accounts. By registering via or connecting with the Channels or other third-party accounts, you consent to the continuous release of information about you to others via the Services (in accordance with your privacy settings on those third-party sites). If you do not want information about you to be shared in this manner, do not use this feature. You can disable the connection between your Socialix account and any third-party account by accessing the “Settings” section of the Services. Notwithstanding the foregoing, Influencers must always connect the Services with at least one Channel on which they have 5000 or more followers.
Your relationships with third-party providers are governed solely by your agreements with those providers. If your or another User’s third-party account becomes unavailable or if Socialix’s access is terminated by a third-party service provider, then the content and information accessed via that third-party account will no longer be available on or through the Services.
9. User Content.“User Content” means any text, files, images, photos, video, sounds, profile information, Brand Content, Influencer Content, Submissions, communications, Offers, Campaigns, Campaign Agreements, specifications, works of authorship, or any other materials, data, or content you upload, post, share, transmit, or otherwise make available via the Services.
Except as otherwise set forth herein, we do not claim any ownership rights to User Content. We do, however, require certain licenses from you, as set forth in these Terms. For example, we need to be able to transmit, store and copy User Content in order to display it to you and other Users, to create data backups, and anything else we deem necessary to provide the Services. Your acceptance of the Terms gives us the permission to do so and grants us any rights necessary to provide the Services to you. This permission includes allowing us to use third-party service providers in the operation and administration of the Services, and the rights granted to us are extended to these third-parties to the degree necessary.
We may access your User Content as necessary to perform the Services, including to monitor your conduct and misuse or, in our sole discretion, to help resolve disputes between Members, although we have no obligation to do so. Actions reasonably necessary to perform the Services may include (but are not limited to) (a) advertising, marketing or otherwise promoting the Services; (b) responding to support requests and facilitating communication among Users; (c) investigating fraud, security, unlawful, or technical issues; and (d) enforcing these Terms. We reserve the right to review, remove, block, or modify any content on the Services, including User Content, without notice.
10. Your Warranty and Indemnification Obligations.By uploading or posting User Content to, interacting with other Users on, or otherwise engaging in, the Services, you represent, warrant, and covenant that (a) you have all necessary rights, permits, licenses, permissions, and approvals to (i) use, submit, or share such User Content, (ii) grant the licenses in these Terms, and (iii) consummate a Transaction with fellow Users or other related parties; (b) your actions are not in violation of any preexisting contractual obligations with any third parties; (c) your actions are not in violation of any applicable local, state, federal, or foreign law; (d) all information your provide is truthful and accurate; and (e) your User Content and any other of your activities in connection with your use of the Services, and Socialix’s exercise of all rights and licenses granted by you in the Terms, do not and will not violate, infringe, or misappropriate any third party’s contractual, copyright, trademark, patent, right of privacy or publicity, or other personal or proprietary right, nor does such User Content contain any matter that is defamatory, obscene, libelous, unlawful, threatening, abusive, tortious, offensive or harassing. You agree to pay for all royalties, fees, and any other monies owing any person by reason of User Content you post on or through the Services.
You will defend, indemnify and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim, demand, liabilities, loss, expenses or damages, including without limitation reasonable attorneys’ fees, arising out of or related to your User Content or any other content you make available on the Services, your use of the Services, or your violation of these Terms.
11. Conduct and Misuse.In addition to any other act that Socialix in its sole discretion deems to be misuse, you may not:
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our or our third-party providers’ infrastructure;
- interfere or attempt to interfere with the Services;
- bypass, circumvent, or attempt to bypass or circumvent, any measures intended to prevent or restrict access to the Services, including other accounts, systems, or networks connected to the Services;
- copy, modify, host, stream, sublicense, or resell the Services;
- enable or allow others to use the Services using your account information;
- use the Services to construct any kind of database;
- use the Services for commercial or competitive purposes;
- access or attempt to access the Services by any means other than the interface we authorized;
- reverse engineer or access the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Services, or (iii) copy any ideas, features, functions or graphics of the Services;
- frame or mirror any part or content of the Services;
- re-identify or discover the identify of certain anonymous parties presented to you;
- violate anyone’s intellectual property rights;
- upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
- impersonate any person or entity, or misrepresent your affiliation with a person or entity;
- upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
- publish anyone’s identification documents or sensitive financial information; disrupt, interfere with, or inhibit any other User from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way);
- engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
- place advertisements of any products or services in the Services;
- manipulate identifiers in order to disguise the origin of any of User Content or other content;
- upload, post, or otherwise make available any content that you do not have a right to make available (such as inside information, proprietary or confidential information);
- use any data mining or similar data gathering and extraction methods in connection with the Services;
- violate any applicable law or regulations;
- fail to comply with truth in advertising laws and regulations, FTC Guides, or the WOMMA Code of Ethics and Social Media Disclosure Guide;
- violate these Terms; or
- collect or store data about other Users in connection with any of the prohibited activities above.
12. Socialix Intellectual Property.Socialix Content. Except as otherwise provided herein, the Services and all content appearing therein are the exclusive property of Socialix or our licensors and are protected by copyright, trademark, patent, trade secret, and other applicable laws. All trademarks, service marks, and trade names that appear on the Services and the overall “look and feel” of the Services (collectively the “Marks”) are proprietary to Socialix, or the respective owners of such Marks (collectively, “Socialix Content”). You may not display, reproduce, or otherwise use Socialix Content, without first receiving written consent from us. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the Services. Any unauthorized use of any content or materials on the Services is strictly prohibited.
Subject to your compliance with these Terms and applicable law, you may access and use the Services and the Socialix Content (excluding software code). We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Socialix Content. We reserve all rights not granted under these Terms. In addition, any content that we provide to you is licensed on a personal, revocable, non-sublicensable, non-assignable and non-exclusive basis, not sold to you. You will not use, copy, adapt, modify, hack, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted in these Terms. Our Services and Socialix Content contain proprietary and confidential information that is legally protected.
13. WARRANTY DISCLAIMER.IN ADDITION TO ANY DISCLAIMERS SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOCIALIX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO (A) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR COMMUNICATIONS WITH, AND TRANSACTIONS FACILITATED BY FELLOW USERS; (B) USER CONTENT; (C) ANY ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SOCIALIX OR THROUGH THE SERVICES; OR (D) ANY OTHER COMMUNICATIONS, TRANSACTIONS, CONTENT, OR DATA ON THE SERVICES, WHETHER PROVIDED OR OWNED BY YOU, SOCIALIX, OR BY ANY THIRD PARTY OR OTHER USER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES, BUGS, WORMS, “TROJAN HORSES” OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICES (“HARMFUL COMPONENTS”), AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
WE ARE NOT RESPONSIBLE FOR THE ACCURACY, APPROPRIATENESS, OR LEGALITY OF USER CONTENT OR ANY OTHER INFORMATION POSTED, SUBMITTED, MADE AVAILABLE, OR ACCESSED BY YOU OR OTHER USERS OF THE SERVICES. WE DO NOT PRE-SCREEN, CONTROL, OR ENDORSE USER CONTENT, AND WE MAKE NO CLAIMS OR REPRESENTATIONS REGARDING ANY CONTENT WE DO NOT CREATE. WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF, RELIANCE ON, OR ANY OTHER CONNECTION BETWEEN YOU AND ANY CONTENT OR DATA THAT ANY USER OR THIRD PARTY MAKES AVAILABLE.
SOCIALIX IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER AND IS NOT A PARTY TO ANY TRANSACTIONS OR AGREEMENTS, INCLUDING CAMPAIGN AGREEMENTS, ENTERED INTO BETWEEN MEMBERS OR FOR THE FAILURE OF MEMBERS TO ABIDE BY THEIR CONTRACTUAL OBLIGATIONS AND AGREEMENTS. SOCIALIX DOES NOT MAKE ANY CLAIMS, REPRESENTATIONS, GUARANTEES, OR WARRANTIES REGARDING (I) ANY USER CONTENT; (2) USERS’ CREDIT WORTHINESS, HONESTY, BEHAVIOR, OR ABILITY TO PAY; OR (3) ANY USER’S COMPLIANCE WITH RELEVANT LAWS AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOUR INTERACTIONS WITH FELLOW USERS, INCLUDING PAYMENT AND DELIVERY OF GOODS OR SERVICES, ARE SOLELY BETWEEN YOU AND SUCH FELLOW USER.
SOCIALIX DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT, INFORMATION, OR GOODS AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.
ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF HARMFUL COMPONENTS, WE DO NOT GUARANTEE THAT THE SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SERVICES DO NOT CONTAIN SUCH HARMFUL COMPONENTS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH COMPONENTS. IF YOU RELY ON THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. WHILE WE TAKE MEASURES TO ENSURE THAT INFORMATION IS TRANSMITTED USING REASONABLE SECURITY MEASURES, WE DO NOT GUARANTEE THAT THOSE TRANSMISSIONS WILL BE ENCRYPTED. YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE SECURITY PROTECTION AND BACKUP OF USER CONTENT.
14. LIMITATION OF LIABILITY.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOCIALIX, ITS AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, SHAREHOLDERS, AGENTS, AND LICENSORS, INCLUDING ANY THIRD-PARTY PROVIDER, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, BUSINESS LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) ANY CONTENT OR USER CONTENT, COMMUNICATIONS OR TRANSACTIONS PROVIDED THROUGH OR OTHERWISE FACILITATED BY THE SERVICES OR ANY ERRORS OR OMISSIONS OR INACCURACIES IN THE SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE SERVERS OF SOCIALIX OR ITS THIRD-PARTY PROVIDERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN BY; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (IV) THE INABIILTY TO ACCESS A THIRD-PARTY ACCOUNT; OR (V) ANY HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES EARNED BY US FROM YOU FOR THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (II) $500.00.
THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SOCIALIX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN COMPLIANCE WITH NEW JERSEY’S TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (TCCWNA), N.J.S.A. § 56:12-14, THE DISCLAIMERS SET FORTH HEREIN MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN THE STATE OF NEW JERSEY.
15. Copyright Infringement.Written Notification. Socialix has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). This policy provides for the termination of access, in appropriate circumstances, to Users who are repeat copyright infringers. Socialix may, in appropriate circumstances and at its discretion, disable and/or terminate access to Users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Socialix’s Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has 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;
- 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 a description of where the material that you claim is infringing is located;
- your address, telephone number, and, if available, email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter Notification. To be effective, a counter notification must be a written communication provided to Socialix’s DMCA Agent that includes substantially the following:
- your physical or electronic signature;
- identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- a statement, as follows: “I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”; and
- your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which you are located, or if your address is outside of the United States, for any judicial district in which Socialix may be found, and that you will accept service of process from the person who provided notification or an agent of such person.
DMCA Agent. The Socialix agent for notice of claims of copyright or other intellectual property infringement can be reached via email at email@example.com or via regular mail at the following address: Prana Interactive Inc. d/b/a Socialix, 435 5th Avenue, Penthouse, New York, New York, 10016, Attention: Copyright Agent, Daniel Sayer.
16. Other Complaints.If you believe in good faith that any material posted on the Services infringes any of your other intellectual property rights, or is otherwise unlawful, you must notify us at firstname.lastname@example.org. We will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.
17. Severability.If any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms..
18. Entire Agreement.Notwithstanding anything to the contrary herein, these Terms constitute the entire agreement between you and Socialix and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, with respect to these Services. Any rights not expressly granted herein are reserved..
19. Errors, Omissions and Support.Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product or Service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel Transactions at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Services, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.
Due to maintenance, security, or capacity issues, or to events beyond our control (Force Majeure (defined in Section 22, below)), equipment malfunction, power failures, hostile attacks, etc., the Services may be temporarily suspended or affected. We will use commercially reasonable efforts to correct any errors and minimize any disruption and/or inoperability of the Services, whether scheduled or not. Where feasible, we will provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.
20. Modification of Services.We may modify, update, or discontinue the Services at any time without liability to you or anyone else. However, we will make a reasonable effort to notify you before we make such a change. Users shall bear sole responsibility for backing up their User Content and all other content or materials. If the modified Services are not acceptable to you, your only recourse is to cease using the Services and, if applicable, to terminate your Subscription Agreement.
21. Governing Law, Dispute Resolution, Arbitration And Class Action Waiver.The laws of the State of New York, excluding its conflict of laws rules, shall exclusively govern any dispute relating to the Terms and/or the Services and any claim must be brought in the federal or state courts of New York County, New York. Your use of the Services in another jurisdiction does not give rise to personal jurisdiction over Socialix in jurisdictions other than New York.
22. Miscellaneous.You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect. If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms.
No party shall be liable to another party for failure perform its obligations under these Terms if such failure is caused by any event or condition not reasonably within the control and anticipation of the affected party, including, without limitation, by fire, flood, typhoon, earthquake, explosion, strike, labor trouble or other industrial disturbance, unavoidable accident, war (declared or undeclared), act of terrorism, sabotage, embargo, riot, or any other cause beyond the control of the parties (“Force Majeure”), provided that the affected party promptly notifies the other party of the occurrence of such event or condition and takes reasonable steps necessary to resume performance of its obligations.
The section and paragraph headings in these Terms are for convenience only and do not affect their interpretation. Whenever the words “include,” “includes” or “including” are used in the Terms, they shall be deemed to be followed by the words “without limitation.” Whenever the word “or” is used in the Terms, it shall not be deemed exclusive. The definitions contained in the Terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.
Regardless of any statute or law to the contrary, any claim or cause of action related to the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
23. Contact Us.If you have any questions, complaints, or claims with respect to the Services or any of the Terms, you may contact us at email@example.com.
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