Terms of Service

Last updated: July 12, 2024

Existing Customers: These updated Terms of Service (these “Terms of Service” or the “Agreement”) will apply upon your renewal of the Services. A copy of our previous versions of our Terms of Service are available at www.soci.ai/legal.

By using any of the services provided by SOCi, Inc. (“SOCi”, “we”, “us”, or “our”), including but not limited to the hosted subscription services (the “Subscription Services”) of the SOCi® Co-Marketing Platform (the “Platform”), or by integrating the Platform through an API provided by SOCi, into websites or applications (“API Integration”), you are agreeing to the following terms and conditions (“Terms of Service” or “Agreement”).  We may refer to us and you as a “Party” or collectively, the “Parties” in these Terms of Service.  If you are a User, these Terms of Service apply to you to the extent the Terms of Service apply to Users.

“You, “your,” or “Customer” means the person or legal entity accessing or using the Subscription Services.  The API Integration, and any services provided by us, including access to the Platform and/or Subscription Services, as well as Professional Services (as defined below). The Subscription Services and Professional Services (as applicable), may be collectively referred to herein as the “Services.”  IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, PLEASE EXIT NOW AND DO NOT USE ANY OF THE SUBSCRIPTION SERVICES.  Your agreement with us regarding compliance with these Terms of Service becomes effective immediately upon commencement of your use of the Platform or Subscription Services. Violating any of the terms below may result in suspending or terminating your access to the Services without a right to any refund for any payments made.

1. DEFINITIONS

“AUP” or “Acceptable Use Policy” means SOCi’s acceptable use policy that all Customers and/or Users must comply with as a condition to use and access the Platform and/or Subscription Services available at www.soci.ai/legal.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where “control” means the control, through ownership or contract, of 50% or more of all the voting power of the shares entitled to vote for the election of the entity’s directors or members of the entity’s governing body; provided that such entity shall be considered an Affiliate only for the time during which such control exists.

“Covered Personal Information” means personal data, provided by or transmitted by Customer to the Services, or otherwise made available to SOCi under this Agreement, as processed in the Services by SOCi strictly on behalf of the Customer, with SOCi as Service Provider and Data Processor. For the avoidance of doubt, Covered Personal Information does not include Anonymized Data, or Customer Content or any information publicly published to the Networks.

“Customer Account” means the Customer’s instance of the Platform and access to the Customer’s selected Services.  Customer will authorize Users to access the Services via the Customer Account.

“Customer Content” means any content, data, text, messages, images, and the like that are owned or licensed by Customer and uploaded by or on behalf of Customer or its Users to the Services. Customer Content generally comprises of content intended to be publicly published to the Networks and as such should have no expectation of privacy if publicly published.

“Derivative Content” means work created by Customer or Customer User that may include or incorporate any combination of Customer Content, External Content, SOCi Content, or any other third-party content. Your ownership of Derivative Content is limited to your Customer Content.

“External Content” means any content, including links, posts, excerpts, and the like, not created or owned by Customer or a User, that is obtained by SOCi on Customer’s or User’s behalf, or accessed by Customer or User via the Platform, including, but not limited to (i) RSS Feeds; (ii) other user pages of profiles on the Networks;  (iii) comments, links, or posts to your Network or publisher sites by visitors, end users of your customers; (iv) content publishers;  or (v) any data derived from (i) – (iv), including reports, summaries, graphs, and charts.

“Location” means any one of Customer’s properties, businesses, offices, locations, affiliates, franchises, co-ops, dealerships, dealers, retailers, manufacturers, agents, or the like, whether owned or controlled by Customer or not, that may be an authorized Users of the Services.

“Network” means any third-party social media, review, search, listings, or other site or business network that is being managed by Customer and/or User through Customer’s SOCi Account or User Account and/or the Services, including, but not limited to, Facebook, X, Instagram, LinkedIn, Yelp, Google Business Profile, listings, and publisher sites. Customer acknowledges that the Networks are not controlled by SOCi and any interaction between Customer or its Users and the Networks is subject to additional terms and conditions as set by such Networks.

“Order Form” means SOCi’s ordering document evidencing Customer’s Services selection(s), the number of Locations, subscriptions, subscription fees, subscription period, statement of work, invoicing and payment details, and in some cases, additional terms and conditions that are hereby incorporated herein.

“Professional Services” means SOCi’s social media assist services, special projects, or requests which are reflected in an Order Form.

“Restricted Information” means (i) social security numbers, passport numbers, military numbers, voter numbers, driver’s license numbers, taxpayer numbers, or other government identification numbers; (ii) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended “HIPAA”), or similar information under other comparable laws or regulations; or (iii) credit or debit card numbers, or any related security codes or passwords, bank account numbers, or similar information.

“SLA” means SOCi’s Service Level Agreement.

“SOCi Content” means content SOCi creates, owns, or licenses (including photos). Use of SOCi Content requires that you elect to include SOCi Content as part of your Subscription Services, and such use is limited to the Subscription Term in your Order Form.  Your use of SOCi Content is limited to the Term of this Agreement.

“Software” means SOCi’s source code, object code, or underlying structure, ideas, or algorithms of the Services.

“SOW” or “Statement of Work” means a written order executed by the parties which identifies the Professional Services ordered by Customer, including the description and associated fees.

“Updates” means modifications, updates and changes made by SOCi to the Platform or Services which SOCi makes generally available to its customers at no additional fee. Updates exclude new features, functions and capabilities which are offered for an additional fee and must be specified in an Order Form or SOW.

“User” means an individual who is authorized by Customer including: employees, Affiliates, franchisee, property owner, agency, third-party clients, retailer, agent, or consultant of a Location with the right to access and use the Services.  Unless otherwise agreed to in writing by SOCi, Users may only be one of the individuals in the foregoing list of Customer, its Affiliates, or Locations.

“User Account” means the individual account registration for each User that allows a User’s password-restricted access to the customer-authorized instance of the Customer Account.

2. USE OF THE SERVICES

2.1 The Services.  Subject to the terms and conditions of these Terms of Service and any additional terms and usage limits included in an Order Form, SOCi provides you and your Users a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform and Subscription Services on a subscription basis as reflected in an applicable Order Form.

2.2 Acceptable Use Policy. The AUP, in its current version, is incorporated into this Agreement in its entirety. You and your Users must comply with the AUP available at https://www.soci.ai/aup. You are responsible for routinely verifying that you and your Users comply with the latest version of AUP.

2.3 SLA. The SLA, in its current version, is incorporated into this Agreement in its entirety.  We will provide the Services in accordance with the SLA available at https://www.soci.ai/legal.

2.4 Use Guidelines. In addition to the AUP, you acknowledge and agree that you shall use the Services solely for the purposes contemplated by these Terms of Service and shall not (and shall not allow any third party to) except as expressly provided herein (i) license, copy, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the Services available to any third party; (ii) send via, upload to, or store within the Services any malicious code or virus; (iii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iv) attempt to gain unauthorized access to the Services or its related systems; (v) upload to the Services or use the Services to collect, store, or process Restricted Information unless you have entered into a Business Associate Agreement with SOCi; or (vi) publicly publish Restricted Information to the Networks in violation of any applicable network users terms.  You acknowledge and agree that in the event you elect to add any additional products, supplemental services, and/or add-on features to your existing Services, you (and your Users) may be required to accept additional User guidelines and/or terms of service, including third-party terms.

3. THE SERVICES

3.1 Updates and Modifications.  SOCi reserves the right to modify, enhance, adapt, discontinue, or change the Services, including any features or functionalities thereof, at our discretion to improve performance, ensure compliance with applicable law, or to align with the requirements of Networks or our partners. Such changes will be subject to the following terms:

1. Notification: We shall endeavor to provide advance notice of changes that, in our sole judgment, may materially adversely affect your use of the Services. For changes affecting a limited number of customers or for emergency updates necessary to maintain the integrity of the Services, notice may be provided through in-app updates or email notifications.
2. New Features and Functionality: Any new features or functionality that are added to the Services and made generally available may be subject to additional terms, acceptance of which will be required for use of such features or functionality. If applicable, additional fees for new features or functionality shall be agreed upon via a signed Order Form and/or amendment or addendum to these Terms of Service.
3. Continuity of Services: While we strive to maintain the availability of all Subscription Services, we do not guarantee the provision of any specific Subscription Service, product, pricing, or feature beyond the Subscription Term stated in your current Order Form.
4. Third-Party Services and Networks: Your Subscription Services may include the use of Third-Party Services (as defined in Section 3.7 below) or Networks which may incur additional fees (“Pass-through Fees“). You acknowledge and agree that changes in Third-Party Services pricing that is invoiced by SOCi may necessitate adjustments to the Pass-through Fees associated with your Subscription Services.

3.2 Data Maintenance and Backup Procedures. The SOCi Platform is not intended to be a failsafe data warehouse or data backup solution. In the event of any loss or corruption of Customer Content (including Derivative Content), we will use commercially reasonable efforts to restore the lost or corrupted Customer Content from the latest backup of such Customer Content maintained by us. You acknowledge that full restoration of Customer Content may not be possible under all circumstances.  As the custodian of your Customer Account, you should independently back up your personal data, to the extent permitted herein and by applicable laws and regulations.  For clarity, any Customer Content, External Content, or Derivative Content that have been published to the Networks, that is exclusive to the Networks remains unaffected in the event of corruption or loss of Customer Content, External Content, or Derivative Content via the Services.

3.3 Use of SOCi Shield.  SOCi Shield enables you to set up specific parameters to regulate the content that your Users publish on the Networks via our Platform (“SOCi Shield”).  SOCi Shield does not guarantee compliance with your internal company posting policies or any legal requirements applicable to regulated industries and your business. We will not be liable or responsible to you for any failure by you or your Users to comply with laws applicable to your business or industry resulting from your use of SOCi Shield.  

3.4 Use of Surveys.  SOCi’s Surveys (“Surveys”) feature allows you to create and send surveys to your customers, clients, or visitors to your website. If your Subscription Services include the use of Surveys, you acknowledge and agree that you will not create survey questions resulting in survey responses that include Restricted Information. This includes any Output generated by the AI Services, as defined below.

3.5 Professional Services.  From time to time, you may engage SOCi to provide certain Professional Services, such as marketing services, implementations, integration, testing, custom modifications, or other consulting services.  Each such engagement of Professional Services will be described in an Order Form that must be accepted in writing by an authorized representative of each Party. SOCi shall own all rights, title, and interest in and to any custom modifications or work created, designed, developed, invented, or made by SOCi (or its contractors) under Professional Services.

3.6 Subcontracting and Partner Engagement. SOCi may engage third-party subcontractors or partners to enhance the delivery and implementation of our Services. This approach allows us to leverage specialized expertise and maintain high standards of service quality.

1. Subcontractor Engagement: SOCi retains the right to utilize third-party subcontractors for the execution of certain tasks related to our Services. These subcontractors will be selected based on their demonstrated ability to meet SOCi’s standards for quality and security.
2. Customer Direct Contracting: Customers may have the opportunity to engage directly with SOCi-approved implementation partners. These partners are carefully vetted to ensure they align with our operational standards and service commitments. However, any agreements between customers and direct partners are independent of SOCi, and SOCi is not responsible for the performance of these partners.
3. Disclosure of Subcontractors: A current list of SOCi’s subcontractors, including any implementation partners, is maintained and accessible for review at www.soci.ai/subprocessors.
4. Transparency and Consent: SOCi is committed to transparency regarding the use of subcontractors and partners. We will provide customers with timely updates to our subcontractor list, ensuring clarity and continuity in service delivery. We provide updates in three ways: notification in the SOCi Platform, email notification to Customer admins, and banner on our website (www.soci.ai).

3.7 Networks and Third-Party Terms 

1. Network Terms.  The Services allow you to connect to the Networks based on terms you have agreed to directly with the Networks (“Network Terms”).  Nothing in these Terms of Service limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Network Terms. Network Terms include but are not limited to: Google (https://policies.google.com/terms?hl=en-US), Yelp (https://www.yelp.com/guidelines), Facebook (https://www.facebook.com/legal/terms), Instagram (https://help.instagram.com/581066165581870/), X (https://www.twitter.com/tos).
2. Third-Party Integrations and Services.  If you access or purchase a third-party service, integrated services, marketplace integration solutions, archiving systems or tools, Getty images, or other such products or services offered by a third party (“Third-Party Service”) that you connect to or access via the Services, you do so at your own risk. These Third-Party Services are not owned or controlled by us and are only provided to you as a convenience.  Your relationship with any Third-Party Service is an agreement between you and them.  If you access or enable a Third-Party Service, you may need to give them permission to access or otherwise process your data, as required for the use and operation of the Third-Party Services.  We will not be liable for disclosure, use, changes to, or deletion of your data or for losses or damages you may suffer from access to your data by a Third-Party Service. We cannot make any guarantees regarding, or provide support for use and operation of, the Third-Party Service. WE MAKE NO REPRESENTATION AND WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE, AGREEMENTS, OR TRANSACTIONS WITH, ANY THIRD-PARTY SERVICES THAT YOU ELECT TO INTERACT WITH OR CONNECT TO THE SERVICES. YOU MUST COMPLY WITH ALL OF YOUR AGREEMENTS AND OTHER LEGAL REQUIREMENTS THAT APPLY TO YOUR USE OF THIRD-PARTY SERVICES.

3.8 AI SERVICES 

1. AI Services.  If your Subscription Services include Artificial Intelligence (“AI”) powered experiences (“AI Services”), by using the AI Services, you agree to the terms herein.
2. Use the AI Services.  You  may submit prompts or queries to the AI Services (“Inputs”) and receive outputs from the AI Features (“Outputs”). You must use the AI Services and the generated Output only (i) in a lawful manner and in compliance with all applicable laws, (ii) in accordance with these Terms of Service, our AUP, or any applicable third-party AI provider terms (available at https://www.soci.ai/subprocessors), or (iii) in a manner that does not infringe or attempt to infringe, misappropriate or otherwise violate any of our rights or those of any other person or entity, including but not limited to any intellectual property rights including trademark, copyright, patent or name, image and likeness rights, or the method, purpose or means of causing or attempting to cause the AI Services to generate content.  You understand and acknowledge that Output may not be unique across users and the AI Services may generate the same or similar output for other users.  You also understand and acknowledge that the AI Services may generate the same, similar, or different Output for other uses.

4. PAYMENT OF FEES

4.1 Fees and Invoice.  By purchasing or activating the Services, you authorize SOCi to invoice and/or charge the stated fees, frequency of payment, and payment due date as outlined in the Order Form (“Fees”), and any applicable sales, telecommunication, excise, or similar taxes. Any new Locations or Services added during the Subscription Term will be charged at the then current Fees, prorated based on the remaining months in your Subscription Term.  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 us with a valid exemption certificate.

4.2 Payment Method.  You may receive invoices and make payments in any manner agreed upon with SOCi via a signed Order Form.  If you have elected to make payments via credit card, charge card, debit card, 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.  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. 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.

4.3 Payment Failure and Suspension.  If your Payment Method fails or your account is past due, and you have not cured such failure to pay within thirty (30) days of written notice of any past due amounts, (i) 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, (ii) we may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (iii) we reserve the right to either suspend access to, deactivate, or terminate and delete your SOCi Account and User Accounts, including all Services and any User Accounts you have with us.  We are not responsible for any loss or damage to you or any third party that may be incurred as a result.

4.4 Unpaid Fees and Finance Charges.  Unpaid undisputed 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.

5. TERM AND TERMINATION

5.1 Term. These Terms of Service shall commence upon the earlier of the execution of an Order Form or your first access to the Services and shall continue so long as any Order Form remains in effect and for six (6) months thereafter unless earlier terminated in accordance with these Terms of Service (the “Term”).

5.2 Subscription Term.   The term for the Services and your obligation to pay all Fees owing shall be as set forth in the Order Form (the “Subscription Term”) and will renew in accordance with the terms set forth in the Order Form.

5.3 Termination for Degradation of the Services.  In the event of a material reduction or elimination of functionality in the Services, not required by law or Network terms, that materially limits your use of the Services, the following terms shall apply:

1. Right to Terminate: You may terminate the impacted Subscription Services by issuing a change order to your existing Order Form, provided such termination is exercised within thirty (30) days from the notice of the reduction or elimination of functionality. Such notice must be delivered to SOCi in writing at least thirty (30) days prior to the effective date of termination.
2. Cure Period: SOCi shall have thirty (30) days from receipt of your notice of termination to cure the reduction or elimination of functionality. If SOCi cures the degradation within this period, the right to terminate shall not apply.
3. Refunds: In the event of termination due to uncured degradation, SOCi will issue a prorated refund, for fees prepaid but not yet used as of the notification date, corresponding to the impacted Subscription Service for the remainder of the applicable Subscription Term.

5.4 Termination for Cause.  Either Party may terminate these Terms of Service and all Services and Order Forms upon thirty (30) days prior written notice in the event of a material breach unless such breach is cured during the notice period.  If termination is due to SOCi’s uncured material breach, SOCi will reimburse you for Fees prepaid, but not yet used as of the termination date.  If termination is due to your uncured material breach, you shall remain obligated to pay all Fees owed (whether paid or payable) for the remainder of the Subscription Term showing on your then-current Order Form.  Notice of any material breach must be provided within thirty (30) days from learning of the material breach, for this Section 5.4 to be applicable. Either Party may immediately terminate these Terms of Service upon written notice to the other Party (i) upon the institution by or against the other Party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other Party’s making an assignment for the benefit of creditors, or (iii) upon the other Party’s dissolution or ceasing to do business.

5.5 Effects of Termination.  Upon termination of these Terms of Service, all rights to access and use the Services will immediately terminate. Unless you have requested download access prior to termination, all Customer Content and other data or content you have uploaded to the Services will be deleted within ninety (90) days and may not be recoverable.  Any Customer Content published to the Networks will remain unaffected by the termination of these Terms of Service. SOCi shall not be liable for loss of any such data due to termination or non-renewal of the Services or these Terms of Service.  In no event will the expiration or termination of these Terms of Service relieve you of any obligation to pay Fees applicable to the Subscription Term for any applicable Order Form prior to the date of termination.

5.6 Survival.  Rights to accrued payments, remedies for breach, and Sections “Ownership; Content Rights,” “Disclaimer,” “Limitations of Liability,” “Indemnification,” “Interpretation,” and “Miscellaneous,” and this Section shall survive any termination or expiration of these Terms of Service.

6. CONFIDENTIALITY

6.1 Confidentiality.  SOCi and you may exchange certain confidential information (“Confidential Information”).   Confidential Information may include (i) non-public information about SOCi’s pricing, personnel, or partnerships, our product roadmap, our security and data protection documentation, or other non-public information we identify as confidential; (ii) non-public information about your marketing plans, social media strategies, products, expansion opportunities, or such other non-public information you identify as confidential; and (iii) non-public information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally, or to which the other Party may have access, which (a) a reasonable person would consider confidential, or (b) is marked “confidential” or “proprietary” or some similar designation by the disclosing Party. Confidential Information does not include Customer Content publicly published to the Networks or other such business information that is already publicly available via the Networks or a third-party site. Information will not be considered Confidential Information if (i) it was lawfully in the receiving Party’s possession before receiving it from the disclosing Party; (ii) it is provided in good faith to the recipient by a third party without breaching any rights of the disclosing Party or any other party; (iii) it is or becomes generally available to, or accessible by, the public through no fault of the receiving Party; or (iv) it was or is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.

6.2 Confidentiality Obligations. During the Term and for a period of three (3) years after expiration or termination of these Terms of Service, neither Party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement.  Neither Party shall disclose Confidential Information except to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (i) execute a binding agreement to keep such information confidential or (ii) be subject to a professional obligation to maintain the confidentiality of such information. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either Party use less effort to protect the Confidential Information of the other Party than it uses to protect its own Confidential Information of like importance. Each Party will ensure that any agents or subcontractors permitted to access any of the other’s Confidential Information are legally bound to comply with confidentiality obligations. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information, the disclosing Party must provide (to the extent permitted by applicable law) the non-disclosing Party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing Party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

7. OWNERSHIP AND DATA ANALYTICS

7.1 SOCi Ownership.  As between you and SOCi, SOCi retains all right, title, and interest in and to the Services along with all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, SOCi Content, and any other intellectual property and/or proprietary rights (“Intellectual Property”) related to the Services. Your use of the Services under these Terms of Service does not give you additional rights in the Services or ownership of any Intellectual Property associated with the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or Intellectual Property 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 these Terms of Service are reserved by SOCi.  The Software and look and feel of the Services are protected by United States and other copyright laws and are a part of SOCi’s Intellectual Property and may not be duplicated, copied, or reused in any manner (including, without limitation, the HTML/CSS or visual design elements of the Software) without SOCi’s express written permission.

7.2 Customer Ownership.  Except as otherwise provided in these Terms of Service,  you retain all rights, title, and interest in all Customer Content you create or is created on your behalf and upload to the Services. During the Term of the Agreement, as required by the Networks, you grant us a non-exclusive, irrevocable, worldwide, fully paid up, sub-licensable, transferable, limited license to access, transmit, reformat, list information regarding, or translate such Customer Content or Derivative Content to the extent needed for you to publish such Customer Content or Derivative Contents to the Networks.

7.3 Ownership of Input and Output.  Except for our express rights in this Agreement, as between the Parties, you retain all intellectual property and other rights in your Inputs, subject to any third-party AI terms (www.soci.ai/subprocessors), your use of any External Contentor third-party content not owned or licensed by you as part of the Input. You retain the rights to the Outputs, subject to any third-party intellectual property rights, and any rights of the Networks if you publish the Outputs to the Networks. By using the AI Services, you are granting us and our affiliated companies permission to use the Output, and related content in connection with your use of the Services and the AI Services, including, without limitation, (i) to provide the Services, and (ii) the right to sublicense such rights to any third-party supplier of the AI Services or the Networks (to allow you to publish content to the Networks).

7.4 Data and Data Analytics.  SOCi may develop, make available, use, or collect certain data, data analytics, or anonymized and aggregated personal data (“Anonymized Data”).  SOCi retains the right to Anonymized Data. Anonymized Data is de-identified such that it cannot be used to identify you, your Users, or any other person. As applicable, personalized insights and analytics about your use of the Services is defined with Covered Personal Information.

7.5 Feedback.  If you or a User provides any feedback to SOCi concerning the functionality, characteristics, or performance of the Platform or any of the Services (including identifying potential errors and improvements) (“Feedback”), you grant SOCi a non-exclusive, worldwide, perpetual, and irrevocable license to use, reproduce, incorporate, and exploit this Feedback for any purpose, without any obligation to compensate you. While we may use the Feedback freely, we will not disclose your identity as the source of the Feedback without your consent, unless required by law. Providing Feedback is voluntary.

8. WARRANTIES & DISCLAIMER

8.1 Mutual Representations and Warranties.  Each Party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement; and (ii) it has all rights necessary to enter into this Agreement and to perform its obligations hereunder and does not and will not violate any other agreement to which such Party is a party.

8.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOLE AND EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES ARE OUTLINED IN THIS SECTION AND, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND SERVICES, INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ACCURACY OF CONTENT, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR DELAYS OF THE PUBLISHERS, DOWNTIME OR TERMINATION OF FEATURES OF FUNCTIONALITY OF THE NETWORKS (NOT IMPACTED BY THE PLATFORM), OR NETWORK OR PARTNER API CHANGES NOT DISCLOSED IN ADVANCE TO US. SOCI IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE THAT YOU MAY USE, CONNECT, OR INTEGRATE WITH YOUR USE OF THE SERVICES. FOR AVOIDANCE OF DOUBT, WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS THAT ARE NOT DIRECTLY CONTROLLED OR MANAGED BY US. WE ARE NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING CUSTOMER CONTENT, CONTENT YOU INTERACT WITH THROUGH THE SERVICES, AND ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. WE DO NOT CONTROL OR VET CONTENT AND WILL NOT BE RESPONSIBLE FOR ANYTHING POSTED OR SHARED ON OR THROUGH OUR SERVICES.

8.3 AI Services Disclaimer. IF YOUR USE OF THE SERVICES INCLUDES AI SERVICES, WE MAKE NO GUARANTEES OR PROMISES ABOUT THE AI SERVICES OR THAT THEY WILL FUNCTION AS INTENDED. OUTPUTS ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY SOCI. YOU SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO APPROPRIATENESS FOR ANY OR ALL OF YOUR USE CASES. THE AI SERVICES ARE NOT ERROR-FREE AND MAY GENERATE INCORRECT INFORMATION. YOUR USE OF THE AI SERVICES IS AT YOUR OWN RISK. WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND THAT ANY OUTPUT CREATED BY THE AI SERVICES OR YOUR USE OF SUCH OUTPUT DOES NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, YOUR USE OF THE OUTPUT. YOUR USE OF THE OUTPUT IS SUBJECT TO ANY THIRD-PARTY RIGHTS.

9. INDEMNIFICATION

9.1 SOCi Indemnity.  Except as otherwise provided in these Terms of Service, we shall indemnify, defend, and hold harmless you from and against any losses, liabilities, costs, expenses (including reasonable attorneys’ fees), penalties, judgments, settlement amounts, and damages (“Losses”) incurred by you arising from a claim, suit, action, or proceeding brought by a third party (a “Claim”) alleging that the Platform or the Services, when used by you as permitted by these Terms of Service, infringes upon such third party’s intellectual property right.

1. Exceptions: We shall have no obligation under this Section 9 for any infringement to the extent that it arises out of or is based upon any of the following (“Excluded Claims”): (i) any use of the Platform or Services not in accordance with this Agreement or as specified in any documentation that may be provided by SOCi; (ii) any use of the Platform or Services in combination with other products, equipment, software, or data not supplied by SOCi; (iii) any modification of the Platform or Services by any person other than SOCi or its authorized agents; or (iv) with respect to your or any User’s use of the Services after SOCi has notified you to discontinue such use. SOCi’s indemnification obligations in this Section 9.1 will not apply to third-party content, the Networks, Third-Party Services accessed through the Services, External Content, or the Output or arising from your use of the AI Services.
2. Infringement Response Actions: If the Software, or any part of it, faces an infringement claim or is likely to, SOCi may, at its discretion and cost: (i) secure rights for you to continue using the Software, (ii) replace it with a similar non-infringing software, or (iii) modify the Software to avoid infringement without reducing its functionality significantly. If SOCi cannot effectively implement these solutions, either party may terminate the affected services. In such cases, SOCi will issue a prorated refund or credit for any unused, prepaid fees associated with the terminated services. These actions constitute your exclusive remedies for any infringement-related claims.

9.2 Customer Indemnity.  You shall indemnify, defend, and hold harmless us from and against any Losses incurred by us from a Claim arising from or relating to a breach of the AUP.  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.

9.3 Indemnification Procedure.  The indemnified Party shall provide the indemnifying Party with (i) prompt written notice upon learning of any such potential claim or claims (provided, however, that failure to give prompt notice will not relieve the indemnifying Party of any liability hereunder, except to the extent the indemnifying Party has suffered actual material prejudice by such failure); (ii) sole control of the defense, investigation, and settlement of any such claim, provided that an indemnifying Party will not settle any such action without the written consent of the indemnified Party; and (iii) reasonable cooperation (at the indemnifying Party’s sole expense) in the defense, investigation and settlement of any such claim.  Notwithstanding anything herein to the contrary, the indemnifying Party will not settle any claims for which it has an obligation to indemnify under this Section 9.3 admitting liability or fault on behalf of the indemnified party, nor create any obligation on behalf of the indemnified party without the indemnified Party’s prior written consent.

10. LIMITATIONS OF LIABILITY

10.1 Excluded Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THESE TERMS OF SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, OR LOST SALES, OR ANY OTHER MATTER RELATING TO THE SERVICES, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Dollar Cap. EXCEPT FOR A PARTY’S (I) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, (II) INDEMNIFICATION OBLIGATIONS, OR (III) YOUR BREACH OF SECTION 2.4, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICES, SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY OR PAYABLE TO US FROM YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3 Effect on Pricing.  YOU ACKNOWLEDGE AND AGREE THAT WE HAVE BASED OUR PRICING ON AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES IN THIS AGREEMENT AND THAT SUCH TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.  YOU ACKNOWLEDGE THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE PRICING AND OTHER TERMS WOULD BE SUBSTANTIALLY DIFFERENT.  THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS OF SERVICE WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SERVICES UNDER THESE TERMS OF SERVICE.

11. PRIVACY AND SECURITY

11.1 Privacy. In the event the Services include the processing of personal data SOCi’s Global DPA will apply (available at www.soci.ai/dpa).

11.2 Information Security.  SOCi maintains the information security practices and security controls as stated in SOCi’s Global DPA (www.soci.ai/dpa).

11.3 Information Security Audit Reports.  Once annually, you may request a copy of SOCi’s current third-party audit report(s), such as a SOC2, ISO27001, ISO 27701, or such other equivalent report as available generally to its customers.

11.4 HIPAA.  Where your use of the Service includes the provision of Covered Personal Information that incorporates Protected Health Information (“PHI“), you acknowledge that SOCi’s compliance with HIPAA is dependent on both Parties signing our SOCi Business Associate Agreement (“BAA“). All such data will be protected as Covered Personal Information.

12. GOVERNING LAW

12.1 Governing Law. The laws of California, USA, will govern these Terms of Service, excluding its conflicts of laws principles and the United Nations Convention on the International Sales of Goods.

12.2 Efforts to Resolve Disputes. Before pursuing formal proceedings, both Parties agree to attempt to resolve disputes amicably by notifying each other and negotiating in good faith for thirty (30) days.

12.3 Mandatory Arbitration. If disputes are not resolved informally, they will be settled by arbitration under the JAMS International Arbitration Rules, conducted by one arbitrator in San Diego, California, unless otherwise agreed. The arbitration will be conducted in English, and the arbitration award may be enforced in any court with jurisdiction.

13.  MISCELLANEOUS

13.1 You agree that no joint venture, partnership, employment, or agency relationship exists between you and SOCi as a result of these Terms of Service or accessing or using the 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 Platform, Services or information provided to or gathered by SOCi with respect to such use.

13.2 Publicity. Unless you provide us with written notice or branding guidelines to the contrary, 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 Subscription Services.  You may terminate this right and license upon written notice to us or 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.

13.3 Export Laws. The Services, Software, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. You will not permit any User to access or use any Platform or Subscription Services in a U.S.-embargoed country or region (including Cuba, Iran, North Korea, Sudan, Syria or Crimea, or any other countries the U.S. may add to its denied-party list) or in violation of any U.S. export law or regulation.

13.4 Assignment. Neither Party may assign this Agreement (by operation of law or otherwise) without the prior written consent of the other Party, and any prohibited assignment or sublicense will be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to an Affiliate or successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning Party’s assets or stock.  This Agreement will be binding upon and inure to the benefit of the Parties’ permitted successors and/or assignees.

13.5 Force Majeure. Except with respect to delays or failures caused by the negligent act or omission of either Party, any delay in or failure of performance by either Party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party which may include, acts of God, power outages, or failures of the Internet or hosted service provider, provided that the Party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated.  Excusable delays do not include lockout, shortage of labor, lack of or inability to obtain raw materials, fuel, or supplies, any other industrial disturbance, or outage or delay of one or more of the Networks. If the act or condition beyond a Party’s reasonable control that prevents that Party from performing any of its obligations under this Agreement continues for thirty (30) business days or more, then the other Party may terminate this Agreement immediately upon written notice to the non-performing Party.

13.6 No Waiver. 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.

13.7 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.

13.8 Modification. We expressly reserve the right amend these Terms of Service from time to time upon reasonable notice to you (including without limitation via electronic notification or notification on our website at www.soci.ai.  You agree that it is your responsibility to review these Terms of Service from time to time and to familiarize yourself with any modifications.  If you do not raise any objections to the changes within fifteen (15) days of receipt of notice, your continued use of the Platform or the Services 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.soci.ai/terms-of-service.  For questions about the Terms of Service please email [email protected].

13.9 To the extent permitted by applicable law, neither Party shall initiate any action against the other party pursuant to these Terms of Service more than two (2) years from the date the claim arose.

13.10 Order of Precedence.  In the event of a conflict between the terms of an Order Form and this Agreement, the Order Form shall take precedence. In such event, the Order Form shall expressly reference this Agreement and the Section where the Order Form is intended to supersede. In the event of a conflict between the DPA and this Agreement, the DPA shall take precedence.

13.11 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.

13.12 By using 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 Platform or Subscription 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.

13.13 DMCA Notice.  For claims for copyright infringement, please contact SOCi Legal at [email protected] or, alternatively to: SOCi, Inc. 8605 Santa Monica Blvd PMB 47149, West Hollywood, California 90069-4109. We reserve the right to terminate these Terms of Service as to you or any User for repeat copyright infringement violations. For more information, visit our DMCA Policy at https://www.soci.ai/legal.

13.14 Notice. Except as otherwise specified in these Terms of Service, all notices, permissions, and approvals hereunder shall be in writing and sent to the email addresses showing below or sent via email to the SOCi address showing in your Order Form. Notices to us must be sent in writing to the following address: [email protected] with a copy to [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.