1. ACCEPTANCE OF TERMS.
SocialFlow, Inc. (SocialFlow) owns and operates this website (the Site). The Site, together with the content, programs, tools, forums, information sharing, transactions and other services available at the Site, are collectively referred to herein as the Service.
The following are the current terms and conditions for use of this Site and Service. Except certain aspects of the Service that may be available to Public Users, the Service is provided only to users who become Registered Users (as such terms are defined below). The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Service). The Terms of Service shall be deemed to include all other operating rules, policies and procedures that are referred to herein or that may otherwise be published at the Site by SocialFlow from time to time (collectively, Policies), including without limitation, Policies that may be published in respect of:
The Terms of Service are in addition to (not in lieu of) any other agreement (whether in writing or clickwrap) that you have entered into with SocialFlow (now or in the future) regarding any Service (Primary Agreements). If there is any conflict between the Terms of Service and those of any Primary Agreement, the terms of the Primary Agreement shall control.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SERVICE. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SITE OR SERVICE WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.
SocialFlow reserves the right, at its sole discretion, to modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. SocialFlow will use reasonable efforts to notify Users of any material change in advance of the effective date of any change. Change notices may be communicated by postings at the Site or, in the case of Registered Users, electronic mail or through your SocialFlow account. In any case, Users should periodically check the Terms of Service for changes. Continued use of the Service following such notice of any change to the Terms of Service constitutes User’s acceptance of those changes. The Terms of Service may not otherwise be amended, except by a written agreement executed by User and SocialFlow.
SocialFlow may modify or terminate the Service, in whole or in part, at any time.
You must be at least 13 years of age to visit the Site and use the Service. If you do not so qualify, you are prohibited from accessing, using and registering for the Service. SocialFlow will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 13.
As used herein, the term User means you (together with the business or other entity for which you are accessing or using the Service). Under the Terms of Service, any employee of a User shall be deemed to be acting on behalf of that employer at all times. The term Users includes all registered and unregistered users that access or use the Site or Service. Each User that properly completes the registration process shall be considered a Registered User for the purposes of the Terms of Service. Users that do not complete the registration process, or whose registration is not accepted, shall be considered Public Users. Public Users have limited access to the Service, if at all.
SocialFlow may refuse to offer or continue offering the Service to any person or entity and may change its eligibility criteria from time to time.
To become a Registered User, each User must complete the registration process by providing SocialFlow with current, complete and accurate information, as more specifically required by the then current registration procedures. By way of illustration and not limitation: Users may be required to specify a username and password, and to provide your name, company name, address, zip code, legitimate electronic mail address and certain additional information (such as, for example, your preferred contact method and products and services of interest to you); in order to obtain certain aspects of the Service, you may also elect to provide access information related to your accounts at social networking sites (such as, for example, Twitter and Facebook); and in order to obtain certain premium aspects of the Service, you may be required to provide valid credit card or mobile telephone account information for billing purposes. Registered Users shall maintain and update their registration data from time to time, to ensure that it is always current, complete and accurate. Users may apply for registration at http://www.socialflow.com/registration. SocialFlow may refuse to accept any User’s application to register as a Registered User, in its sole discretion.
Upon acceptance, SocialFlow will provide access credentials to the Registered User. Each Registered User is solely responsible for maintaining the confidentiality of its access credentials and other account information, and will be solely liable for any and all activities under its account. Registered User shall be responsible for keeping all account information up-to-date. Registered User agrees to notify SocialFlow immediately of any unauthorized use of Registered User’s account or any other breach of security. Registered Users may not share log-in information with other employees or third parties and SocialFlow may log IP addresses of Registered Users to assess compliance with this guideline.
SocialFlow will use Registered User’s social networking account information only for the purpose of providing the Service to Registered User, and will not otherwise attempt to obtain information from (or post information using) such accounts.
Except as expressly provided otherwise in the Terms of Service, SocialFlow and each User is solely responsible for all of its costs and expenses related to the Service.
User hereby agrees to pay all applicable fees for use of the Service, in the amounts, at the times and subject to the other payment terms described on the Site and in any Primary Agreement between User and SocialFlow.
Unless specified otherwise, all amounts due hereunder shall be paid upon order in US dollars, in immediately available funds by credit card or charge to a mobile telephone account, in full without set-off, counterclaim or deduction. Any amount not paid when due shall bear a late payment charge until paid at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, SocialFlow shall have the right to take whatever action it deems appropriate (including without limitation, suspending or terminating User’s access and use of the Service). User agrees to reimburse SocialFlow for all reasonable costs (including attorneys’ fees) incurred in collecting payments. All payments to SocialFlow are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and User agrees to bear and be liable for the payment of all such charges (excluding taxes based upon the SocialFlow’s net income).
SocialFlow uses a third-party payment processor (the Payment Processor) to charge User through an online account (Billing Account) for use of the Service. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service and the Primary Agreements. SocialFlow is not responsible for error by the Payment Processor. By subscribing, User agrees to pay SocialFlow, through the Payment Processor, all charges at the prices then in effect for any use of the Service in accordance with the subscription plan selected using User’s billing account (Subscription Plan), and User authorizes SocialFlow, through the Payment Processor, to charge User’s chosen payment provider (Payment Method). User agrees to make payment using that selected Payment Method. SocialFlow reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
The Site may include discussion forums, blogs and similar areas where Registered Users (and possibly other Users) may post information (User Content) of interest to them and share that information with other Users.
Because SocialFlow does not review the substance of User Content on the Site or other communications via the Service, every User must be careful in dealing with or relying on other Users to avoid fraud. Each User acknowledges that information provided by other Users may, despite the prohibitions set forth in the Terms of Service, be illegal, harmful, inaccurate or deceptive. Authentication of the true identity of Internet users is difficult, and so SocialFlow cannot and does not confirm that any User is the person or entity they claim to be.
SocialFlow is not involved in User-to-User dealings and, therefore, each User agrees, in connection with any use of the Service: (a) to release SocialFlow (and its licensors and suppliers) from any and all claims, demands, damages and liabilities, of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with use of the Service by such User (including any disputes with other Users); and (b) to attempt to settle any disputes directly with such other User or other third party.
8. USER RULES AND CONDUCT.
The Service is provided to Users only for their internal business purposes. Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which the User is not authorized, or any commercial use not expressly permitted in the Terms of Service, such as, for example, reselling the Service or any content or information contained herein) is expressly prohibited. Each Registered User is solely responsible for all acts or omissions that occur under its account, username or password, including User Content posted to or transmitted via the Service.
As a condition of use, each User hereby promises that it will not use the Service for any purpose that is unlawful or prohibited by the Terms of Service or any Primary Agreement, or any other purpose not reasonably intended by SocialFlow. In connection with using the Service, User agrees to abide by all applicable local, state, national and international laws, regulations and rules. Without limiting the foregoing, Users shall not use the Service for the purpose of money laundering, bid rigging, price fixing or other unlawful collusion, price signaling or exchange of competitively sensitive data or information.
By way of example, and not limitation, each User agrees not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any User Content (including text, communications, software, photographs, videos, sound recordings, data or other information) using any communications service, discussion forum, directory, survey, feedback or other service available on or through the Service, in any manner, that:
is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another’s privacy, tortious, obscene, profane or which otherwise violates the Terms of Service or any Primary Agreement;
infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party;
reveals any material, non-public information about any business;
reveals any personal information about another individual, including another person’s name, address, phone number, electronic mail address, credit card information or any other information that could be used to track, contact or impersonate that person;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”), chain letters or any form of lottery or gambling;
imposes an unreasonable or disproportionately large load on SocialFlow’s computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise;
contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of SocialFlow or any Site Affiliate or other third party;
creates Registered User accounts by any automated means or under false or misleading pretenses;
harvests, scrapes or collects any information from the Site;
uses any script, bot or other automated means that only simulates compliance with the Terms of Service or other requirement applicable to the Service;
disguises the source of User Content posted by User; or
impersonates any person or entity, including any employee or representative of SocialFlow or other Site Affiliate.
SocialFlow may, at its sole discretion, immediately suspend or terminate any User’s access to the Service should its conduct fail (or appear to fail) to strictly conform to any provision of this section.
SocialFlow has no obligation to monitor the Service or any User’s use thereof. However, SocialFlow reserves the right at any time and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including law enforcement).
SocialFlow does not undertake to pre-screen, authenticate, validate, monitor, moderate or edit any User Content. However, SocialFlow and its agents have the right, at their sole discretion, to remove at any time any User Content that, in SocialFlow’s judgment, does not comply with the Terms of Service or any Primary Agreement or otherwise appears illegal, harmful, objectionable or inaccurate. SocialFlow is not responsible for any failure or delay in removing any such content.
User shall not post any confidential content, personal data or other information that it desires (or that it is obligated) to keep secret. User Content will be treated by SocialFlow as public, non-confidential information.
10. THIRD PARTY SITES.
The Service may permit Users to access the Site from and to link from the Site to other websites on the Internet (including without limitation, websites affiliated with Site Affiliates). These other websites are not under SocialFlow’s control, and User acknowledges and agrees that SocialFlow is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by SocialFlow or any association with its operators. Additional or different terms and conditions may apply when Users are accessing and using such other websites.
11. PARTICIPATION IN PROMOTIONS OF AFFILIATES.
Any dealings by Users via the Service with advertisers and other vendors (collectively, Site Affiliates), or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between the User and applicable Site Affiliate or other third party. SocialFlow is not responsible or liable for any part of any such dealings or promotions.
12. PROPRIETARY RIGHTS.
User acknowledges and agrees that the Site, Service and all content and other materials created by or for SocialFlow and made available on the Site or via the Service are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and SocialFlow (and its licensors) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. As between you and SocialFlow, SocialFlow owns and retains all intellectual property rights in all data and information created, received or processed by SocialFlow in performing the Service, or that result from performance of the Service, excluding content provided by you to SocialFlow. Unless and only to the extent expressly authorized by SocialFlow, each User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Site, Service or such content and other materials. However, unless the Service otherwise restricts the Registered User from doing so, Registered User may print or download a reasonable number of copies of the content or other materials from the Site for the Registered User’s internal business purposes; provided, that Registered User retains all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from the Site by any User (using any means) to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without SocialFlow’s express prior written permission.
Reproducing, copying or distributing any content, materials or design elements from the Site for any other purpose is strictly prohibited without SocialFlow’s express prior written permission. Attempting to access or use the Site, Service, content or other materials for any purpose not expressly permitted in the Terms of Service is prohibited.
13. LICENSE TO SOCIALFLOW.
By uploading, posting, submitting or otherwise distributing User Content of any kind to the Site or via the Service, each User hereby:
grants and agrees to grant to SocialFlow and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, non-exclusive, royalty-free right and license (with right to sublicense) to use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of the User Content, in any form, solely for the purposes of offering, providing, marketing and promoting the Site and Service (including without limitation, being exported under content sharing arrangements with other websites) and to brand such User Content in a manner determined by SocialFlow (e.g. “delivered via SocialFlow”); andconsents to inclusion of your name and logo in customer lists that may be published as part of SocialFlow’s marketing and promotional efforts; and
represents and warrants that all User Content includes appropriate attribution to the copyright owner; and
represents and warrants to SocialFlow that User owns or otherwise controls all rights to such User Content and that public disclosure and use of the User Content by SocialFlow (including without limitation, publishing content at the Site) will not infringe or violate the rights of any third party; and
acknowledges and agrees that the User Content is intended to and will be made available to, and used by SocialFlow, other Users, and third parties.
IMPORTANT: User agrees not to contribute any User Content unless User has all of the rights (including rights from the copyright owner) necessary to grant SocialFlow the use license, and to satisfy all of the warranty requirements, described above.
Notwithstanding the foregoing, the Service may provide each User with the ability to remove some or all of the User Content posted to the Site by such User. Following any such removal, SocialFlow will use commercially reasonable efforts to discontinue any further display, performance and distribution of such User Content by SocialFlow at the Site; provided, however, User acknowledges and agrees that SocialFlow may continue using such User Content in the same manner and for the same purposes as it did prior to removal of such content (such as, for example, content used in any advertising created prior to removal) and that SocialFlow shall have no responsibility or liability in respect of any content that has been exported by SocialFlow or shared with other Users via the Service or that has been downloaded or copied by Users to other websites, systems and devices.
SocialFlow may terminate any User’s access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If Registered User wishes to terminate its registration and account, Registered User may do so at any time by sending an email to HYPERLINK “mailto:firstname.lastname@example.org” email@example.com that includes Registered User’s electronic mail address and username, provided that in the event that there is a Primary Agreement in place, such request shall not result in a termination of the Primary Agreement or the removal of an administrative Registered User account.
Upon any termination, all rights and obligations of the parties shall cease and User shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Terms of Service shall survive and (b) the provisions of Sections 11 â 23 shall survive. After termination, SocialFlow has no obligation to maintain any content in Registered User’s account or to forward any unread or unsent messages to Registered User or any other User or third party.
15. DISCLAIMER OF ALL WARRANTIES.
THE SITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE SITE AND SERVICE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SOCIALFLOW AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USER’S USE OF THE SERVICE IS SOLELY AT ITS OWN RISK.
16. LIMITATION OF LIABILITY.
User agrees that SocialFlow shall not be responsible or liable for any unauthorized access to, alteration or use of User’s account, transmissions or data, or any material or data sent or received or not sent or received through the Service. User agrees that SocialFlow is not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another’s rights, including intellectual property rights.
IN NO EVENT SHALL SOCIALFLOW (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE OR SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS PAID TO SOCIALFLOW BY USER DURING THE PRIOR 3-MONTH PERIOD, OR US$50.00, WHICHEVER IS GREATER, EVEN IF SOCIALFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
User agrees to (a) defend SocialFlow and its employees, contractors, officers, directors and representatives against any action or suit by a third party that arises out of any transaction or other dealings with any other User, Site Affiliate or other third party in which User is involved, User’s use or misuse of the Service, or User’s breach of any of its representations, warranties or covenants under this Agreement and (b) indemnify SocialFlow for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of such a claim. SocialFlow reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will assist and cooperate with SocialFlow in asserting any available defenses.
18. INTERNATIONAL USE.
SocialFlow makes no representation that the Service is appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. Users that access the Service from other locations do so at their own initiative and are responsible for compliance with local laws.
19. DISPUTES; CHOICE OF LAW AND FORUM.
A printed version of the 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. User and SocialFlow agree that any claim or cause of action arising out of or related to the Service must commence within one (1) year after the claim or cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. In the event of any conflict between US and foreign laws, rules and regulations, US laws, rules and regulations shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Service shall be filed only in the state or federal courts located in New York, New York, USA, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
20. INTEGRATION AND SEVERABILITY.
The Terms of Service (including the Policies, and together with any Primary Agreements) are the entire agreement between User and SocialFlow with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and SocialFlow with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
21. GENERAL PROVISIONS.
User’s rights and obligations under the Terms of Service are personal to User, and are not assignable, transferable or sublicensable by User except with SocialFlow’s prior written consent. SocialFlow may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
22. COPYRIGHT AND TRADEMARK NOTICES.
The Terms of Service and all content provided by SocialFlow are copyright © 2009-2010 SocialFlow, Inc. and/or its licensors or suppliers.
SocialFlow is the trademark of SocialFlow. The names and logos of other companies, products and services mentioned at the Site may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
23. PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be made according to the instructions provided at the Copyright Policy.
140 East 45th Street
New York, NY 10017
Tel: (212) 883-9844