Terms of Service

Last updated: December 1, 2023

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 the previous version (as of April 13November 30, 2023) of our Terms of Service is available at www.soci.ai/legal/.

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 subscription services (the “Subscription 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 (“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 Site, API Integration, and any services provided by us at the Site, 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 THE SITE 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. 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. 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 to the Platform and/or Subscription Services available at www.meetsoci.com/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.

“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 transmitted by or on behalf of or at the direction of Customer or a User to the Customer Account or User Account, or to the Networks through a Customer Account or a User Account. For the avoidance of doubt, Customer Content uploaded to or curated via the Services and published to the Networks is intended to be public-facing content and should not contain any Personal Information (as defined under applicable privacy laws) or Covered Personal Information (as defined in our Global DPA), confidential or proprietary information.

“Derivative Works” means work created by Customer or Customer User that may include or incorporate any combination of: Customer Content, External Content, SOCi Content, Network Content or any other third-party content.

“External Content” means any content, including links, posts, excerpts and the like, not created 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, and Google Business Profile. 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.

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

“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 to use the Services and has been provided the right to use the Services by Customer. 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. ACCOUNT REQUIREMENTS; CUSTOMER OBLIGATIONS

2.1 Account Registration. To register for the Services, you must be 18 years or older, 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.

2.2 Users and Account. Each User must be individually registered to access and use the Services and create their own User Account. A single User Account may not be shared by multiple people. You will be responsible for the compliance by all Users with these Terms of Service and the AUP, including not uploading or publishing any Restricted Information via the Services. Any breach of these Terms of Service by a User shall be deemed a breach by you. You shall not (and shall ensure each User does not) use any User Account, username, or password of another User at any time or do anything else that might jeopardize the security of any User Account, or the Services. You shall notify us immediately of any unauthorized use of any User Account of which you become aware. If we have reasonable grounds to suspect a violation of these Terms of Service or that the registration information you have provided is untrue, inaccurate, outdated, or incomplete, and if such violations and information are not cured within thirty (30) days of notifying you, 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 of such a termination, or any unauthorized access and/or use of your User Account.

2.3 Acceptable Use Policy. You will and will ensure that all Users comply with the acceptable use policy available at https://www.soci.ai/aup/ as well as comply with all applicable laws and regulations. We reserve the right to update our AUP as required by the Networks and to ensure compliance with changes to applicable laws and regulations. You are responsible for routinely verifying that you and your Users comply with the latest version of AUP.

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. 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.

2.5 Account and Password Security. You acknowledge and agree that your login credentials and/or private keys are for your internal use only. You will not sell, transfer, sublicense, or distribute them to any third party or person other than your agents or subcontractors performing work on your behalf. You will be responsible for maintaining the security of all credentials that you and your Users use to access the Services, including User Account names and passwords (including but not limited to administrative and user passwords). You hereby acknowledge and agree that you shall be responsible for all activities that occur under your account, regardless of whether such activities were authorized by you or undertaken by you or your Users.

3. THE SERVICES

3.1 Subscription 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.

3.2 Updates and Modifications. We may modify, enhance, adapt, discontinue, or change the Services or a feature or functionality of the Services from time to time in our sole discretion to improve the performance of the Services, comply with applicable law, or comply with the requirements of the Networks or our other partners. We will determine, in our sole discretion, whether any new features require additional fees. We may decide to add new features to the Services and make them generally available at no cost to our customers. Access to certain new features or functionality of the Services may require acceptance of additional terms and, if applicable, additional fees via a signed Order Form and/or amendment or addendum to these Terms of Service. We may change, modify, or remove a feature or function 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 judgment, have a materially adverse effect on your use of the Services. In the event our changes or modifications to the Services have a materially adverse effect on your use of the Services, you may terminate this Agreement for cause, as further outlined in Section 5.3 (Termination for Degradation of the Services). We do not guarantee the availability of a particular Subscription Services stated in your current Order Form. Additionally, you understand and agree that any changes in third-party pricing, including pass-through fees and any added fees (“Pass-through Fees”), from the Networks or Third-Party Services (e.g., X, Yelp, OpenAI, etc.) may impact the pricing of a specific product or feature, included in your current Subscription Services, and may require an increase in the Pass-Through Fees associated with your continued use of the Third-Party Services.

3.3 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 Works), we will use its 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. SOCi partners with and is subject to the terms of numerous Third-Party Services (as defined in Section 3.9), and to various applicable laws and regulations, many of which impose rules that govern our ability to store personal data or personal information (as defined under applicable laws and regulations and collectively referred to as “personal data”). As such, we cannot in all cases be required to keep backup copies of any personal data once your access to the Platform or Services, or after such access is suspended or terminated in any way. 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 Works that have been published to a Network site or Network Data (as defined in Section 7.5(iii) below) that is exclusive to the Networks remains unaffected in the event of corruption or loss of Customer Content, External Content or Derivative Works via the Services.

3.6 SMS Messaging, Emails and Lead Generation. If your selected Subscription Services include products or features that allow SMS messaging, emails, or lead generation forms, the following additional requirements apply to you and your Users.

1. 1. SMS Messages. You acknowledge and agree that you and your Users are responsible for complying with all applicable laws including but not limited to the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule, and any other applicable country, regional, federal, state and local laws, rules or regulations, including Do Not Call and time-of-day restrictions (collectively “Telemarketing Laws”) for you or your Users to use an automatic system to text the recipient associated with the phone number provided by you or your Users to SOCi. You acknowledge and agree you are responsible for obtaining all necessary rights, permissions, and consents necessary pursuant to Telemarketing Laws, and that by providing an individual’s phone number via the Services for any purpose, such individual understands that he or she shall receive recurring automated SMS messages relating to your uses of the Services until such time that Individual opt-out of receiving such messages, or your access to the Platform or Subscription Services is terminated under the terms of this Agreement. You shall be responsible for notifying SOCi of any customer opt-out preferences. You further acknowledge and agree that you and your Users will comply with all applicable laws and the Acceptable Use Policy in relation to the content of SMS messages and your use of any data (including any personal information, personal data, or sensitive information as defined under applicable privacy laws) provided from individuals via a response to the SMS messaging or via any hyperlinks to surveys or reviews created by you or your Users through the Services. In the event call functionality exists, you are solely responsible for compliance with applicable laws if you choose to place telephone calls to your customers using information collected via the SOCi Platform.

1. 1. Emails. You acknowledge and agree that you and your Users are responsible for obtaining all rights, permissions, and consents necessary under applicable laws, including but not limited to the Controlling the Assault of Non-Solicited Pornography And Marketing Act (“CAN-SPAM Act”), Canada’s anti-spam legislation (“CASL”), and the EU’s General Data Protection Regulation and any other applicable country, regional, federal, state and local laws, rules or regulations for you or your Users to use email the recipient associated with the email address provided by you or your Users in relation to your use of the Services.

1. 1. Lead Generation Forms. In the event your Subscription Services include the inclusions of a lead generation form (“Lead Form”) embedded in your locator, local page or other site designated by you, you acknowledge and agree that you and your Users are responsible for complying with all applicable laws and regulations in each jurisdiction where respondents reside, including all applicable data Privacy Laws and Telemarketing laws as to your (and your Users) use of respondents’ personal information or personal data.

3.7 Use of Social Compliance. SOCI’s social compliance for regulated industries (“Social Compliance”) enables you to set up specific parameters to regulate the content that your Users publish on the Networks via our Platform. If your Subscription Services selection includes Social Compliance, you are solely responsible for ensuring that your Users comply with all internal policies and applicable laws governing content publishing to the Networks. Social Compliance 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 Social Compliance.

3.8 Use of Surveys. SOCi’s Surveys (“Surveys”) feature allows you to create and send surveys to your customers 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 seeking responses that include Restricted Information. This includes any Output generated by the AI Services where the AI Services, as defined below.

3.9 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.

3.10 Networks and Third-Party Terms

1. 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).

1. 1. Third-Party Integrations and Services. If you access or purchase a third-party service, including Networks, marketplace integration solutions, archiving tools, 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.

3.10 ARTIFICIAL INTELLIGENCE

1. 1. AI Services. If your Subscription Services include SOCi Genius products, the Services may include Artificial Intelligence (“AI”) powered experiences (“AI Services”). By using the AI Services, you agree to the terms herein.

1. 1. Use the AI Services. The AI Services may generate text, images, or other content for you (“Output”). 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 Acceptable Use Policy, or any applicable third-party terms (e.g., https://openai.com/policies/sharing-publication-policy; https://openai.com/policies/usage-policies; or https://openai.com/policies/terms-of-use), and (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 set forth 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 remain in effect and will 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 for 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 that we change the Platform to materially reduce or eliminate functionality in the Platform (other than as reasonably necessary to comply with applicable laws or with the terms and conditions of the Networks), in a manner that materially limits your use of the Platform or Subscription Services, you may terminate as to the impacted Subscription Services via a change order to your existing Order Form upon thirty (30) days prior written notice to us; provided, however, that such right of termination must be exercised by you within thirty (30) days from the reduction or elimination of functionality. The foregoing right of termination shall not apply if SOCi cures the reduction or elimination of functionality within thirty (30) days of our notice to you. This is your sole and exclusive remedy for uncured degradation of your use of the Services.

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. 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 the termination all Customer Content and other data or content you have uploaded to the Services will be deleted and may not be recoverable. 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 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 which 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 that are 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, CONTENT AND DATA ANALYTICS

7.1 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, 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 this herein are reserved by SOCi. The Software and look and feel of the Services is protected by United States and other copyright laws and is 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 Content, External Content and Derivative Works. The Platform allows you to create, upload, store and publish Customer Content to the Services. Except as otherwise provided in these Terms of Service (e.g., Output), as between the Parties, you retain all rights, title, and interest in all Customer Content that you create and upload to the Services. You acknowledge and agree that you do not have any ownership rights to SOCi Content or External Content. You are solely responsible for ensuring you have all rights necessary as to the Customer Content that you upload, publish, display, link to, or otherwise make available via the Services. The Platform also allows you to use Customer Content, External Content, SOCi Content and any other third-party content to create Derivative Works. Your ownership of Derivative Works is limited solely to your original Customer Content and does not extend to SOCi Content or External Content. SOCi is not responsible for any External Content that is made available to you via the Services that you may access via the Networks or other third-parties, or that you may use to create Derivative Works. You are responsible for ensuring that you have all rights necessary to use and to publish any Derivative Works you create via the Services and such works do not violate any third-party terms or rights. You acknowledge that SOCi is merely acting as a passive conduit for your online distribution and publication of Customer Content, External Content or Derivative Works to the Networks via the Platform or the Subscription Services. As required by the Networks, Customer grants SOCi a non-exclusive, irrevocable, world-wide, fully paid up, sub-licensable, transferable, limited license to access, transmit, reformat, list information regarding, or translate such Customer Content or Derivative Works to the extent needed for you to publish such Customer Content or Derivative Works to the Networks.

7.3 SOCi Content. SOCi owns all rights, title, and interest to content that SOCi creates, owns or licenses (including photos) (“SOCi Content”). 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. From time-to-time, SOCi may make certain SOCi Content available to you at no additional cost (holiday content or other general content) and you are free to use this content.

7.4 Ownership of Output. We do not claim ownership of the Output or any materials that you provide, post, input, or submit to, or receive from, the AI Services (collectively, “Materials”). However, by using the AI Services, you are granting us and our affiliated companies permission to use the Output, Materials, and related content in connection with your use of the Services and the AI Services, including, without limitation, (i) a license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat the Output and Materials, and other content you provide, (ii) the right to sublicense such rights to any third-party supplier of the AI Services, and (iii) the right to use the Output and Materials, and other content you provide to train our AI and generate additional Output. No compensation will be paid to you with respect to the use of the Output or Materials.

7.5 Data. SOCi may develop, make available, use, or collect certain data or data analytics that we make available to you relating to your use of the Services. As applicable, any such use by us or you shall be in accordance with our Privacy Notice (www.soci.ai/privacy-policy/) applicable privacy laws, and any DPA signed between you and us as to the processing of personal data.

1. 1. Generic Data. We may collect and use information derived and/or generated by us from the operation of the Platform and/or Subscription Services for the purpose of provisioning, maintaining, and improving the Platform or Subscription Services or operating our business, such as improving system performance, increasing system availability, and enhancing the effectiveness of the live guidance and call scores provided by the Platform or Subscription Services (“Generic Data”).

1. 1. Usage Data. We collect, store, and make available to you, certain usage data and analytics, which may include the frequency of login, and the different types of activity undertaken by users such as frequently accessed areas of the Services (“Usage Data”). We use Usage Data to respond to support requests, maintain audit records, and demonstrate our compliance with the Network terms. You may access and download Usage Data to use for your internal purposes, provided that any such use complies with applicable laws and regulations.

1. 1. Network Data. We may collect data from the Networks (“Network Data”) that we make available to you either on its own or included as part of Derived Data. Any and all Network Data is owned or licensed by the Networks. You do not have any ownership rights to any Network Data and any use of Network Data (in addition to applicable laws or regulations) is subject to any use restrictions set forth by the Networks.

1. 1. Derived Data. We may make available to you, during the Term, proprietary analytics and scoring that SOCi develops, produces, or otherwise makes available to you or your Users relating to your social media presence (“Derived Data”). You may access, during the Term, but do not own any Derived Data. We shall own and retain all right, title and interest in Derived Data, excluding any data that is not owned or licensed by SOCi, such as Network Data.

7.6 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 hereby assign to SOCi all right, title, and interest in and to the Feedback, and SOCi is free to use the Feedback without payment or restriction. We do not have to keep Feedback confidential, even if you tell us it is confidential, provided we do not disclose that you are the source of any Feedback. You are not obligated to provide Feedback.

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. ALL MATERIALS, CONTENT, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY OF STATUTORY RIGHTS APPLY CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE DO NOT MAKE ANY REPRESENTATION OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED REGARDING THE PLATFORM AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, WITHOUT DEFECT OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM US, THE NETWORKS, THIRD PARTY SERVICES, OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR YOUR OWN EQUIPMENT. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR DELAYS OF THE PUBLISHERS, DOWNTIME OF TERMINATION OF FEATURES OF FUNCTIONALITY OF THE NETWORKS (NOT IMPACTED BY THE PLATFORM), NETWORK OR PARTNER API CHANGES NOT DISCLOSED IN ADVANCE TO US, AND OUR HOSTING SERVICE PROVIDER. SOCI IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICE THAT YOU MAY USE, CONNECT, OR INTEGRATE WITH IN 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.

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. THE AI SERVICES ARE NOT ERROR-FREE AND MAY GENERATE INCORRECT INFORMATION. YOUR USE OF THE AI SERVICES IS AT YOUR OWN RISK. WE MAY 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.

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

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 and expenses), 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 patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. SOCi shall have no obligation under this Section 9 for any infringement to the extent that is 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. For the avoidance of doubt, 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, or to External Content, the Output or arising from or relating to your use of the AI Services, including your use of any Output from the AI Services.

Should the Software or any portion thereof become, or in SOCi’s opinion be likely to become, the subject of any claim of infringement, then SOCi, at its sole option and expense, may (i) procure for you the right to continue using the Software as part of the Platform or Subscription Services or applicable portion thereof, (ii) replace the Software or applicable portion thereof with a substantially equivalent non-infringing software as determined by SOCi, or (iii) modify the Software (and thereby the Platform) to make them non-infringing, without materially reducing the features or functionality thereof. If SOCi, despite its commercially reasonable efforts, is unable to provide any of the remedies described in the preceding sentence, either Party may terminate the impacted portion of the impacted Subscription Services, in which case SOCi shall provide you with a prorated refund or credit for any pre-paid, but not yet used Fees related to the impacted portion of the Subscription Services as of the termination date. The remedies provided in this Section 9.1 represent your sole and exclusive remedies for any actual or alleged third-party claims regarding the infringement or misappropriation of such third party’s intellectual property rights.

9.2 Customer Indemnity. You shall indemnify, defend and hold harmless us from and against any Losses incurred by a us arising from a Claim arising from or relating to (i) an allegation that the Customer Content or Derivative Works infringes or violates the intellectual property rights, or other rights of a third party; (ii) breach of the AUP; (iii) violation of Telemarketing Laws and Privacy Laws; or (iv) as applicable, your use of the AI Services, including your use of any Output from the AI Services. 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 OR 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. TO THE EXTENT PERMITTED BY LAW, 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 or personal information is subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), California Privacy Rights Act (“CPRA”), Virginia Consumer Data Protection Act (“VCDPA”), Colorado Privacy Act (“CPA”) or any other applicable privacy laws or regulations that apply or may come into effect (collectively, “Privacy Laws”); SOCi’s Global DPA will apply available at: https://www.meetsoci.com/dpa. Please review SOCi’s Privacy Notice for information on how we collect and use personal information or personal data in your use of the Services. As to you, you are always the controller and as to SOCi, we are always the processor.

11.2 Information Security. SOCi will implement and maintain the information security practices and security controls as described at https://www.soci.ai/information-security/. Additionally, SOCi maintains and tests, no less than annually, against its disaster recovery and business continuity plans.

Once annually, you may request a copy of SOCi’s current third-party audit report(s), such as a SOC2, ISO 27001, or such other equivalent report as available generally to its Customers.

12. GOVERNING LAW

These Terms of Service are controlled by us from our offices within California, United States of America. By accessing the Platform and/or Subscription 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. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through reasonable means and providing notice of the dispute. Both parties will use good faith efforts to attempt to reach a resolution. If a dispute is not resolved within thirty (30) days of notice, either party may bring a proceeding, to file a claim for arbitration. 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. Unless otherwise agreed to by the parties, 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.

13. MISCELLANEOUS

13.1 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.

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 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 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. If you do not raise any objections to the changes within fifteen (15) days of receipt of notice, your continued use of the Site, 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 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.

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 Site (www.meetsoci.com), 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 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.

13.14 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 and/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.