SocialMadeSimple® TERMS AND CONDITIONS
SocialMadeSimple® WEB SITE AND PRODUCTS TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE OR OUR PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE AS NEEDED. BY USING THIS WEBSITE OR THE PRODUCTS ASSOCIATED, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE.
Last revised April, 2020
TABLE OF CONTENTS:
- General Terms and Conditions
- Communication with You
- Copyright and Trademark Information
- Fees and Payment; Fee Schedule; Free Trial
- Use of the Products
- Communities and Marketplace
- Restrictions and Responsibilities
- Warranty Disclaimer; Remedies; Release
- Limitation of Liability
- Restricted Persons; Export of Products or Technical Data
- Third-Party Websites and Services
- Monitoring Communications
- Notice and Take Down Procedures; Copyright Agent
- Open Positions on Career Pages
- Username and Password
- International Use; Prohibited by Law
- UK Site Visitors and Customers
- Warranty Disclaimer; Remedies; Release
- Information Collection, Use, and Sharing
- Your Access to and Control Over Information
SocialMadeSimple, LLC (“SocialMadeSimple,” “we” or “us”) provides businesses and organizations with a variety of products and services, including:
- The Platform (“Dashboard”) – a web-based platform for social marketing;
- SocialMadeSimple Concierge – a full service social marketing program
- SocialMadeSimple Ads – a platform for creating and running social ad campaigns
- Single-Location Programs – services dedicated to single-location businesses
- Multi-Location Programs – customized programs designed for franchise brands or multi-location businesses
- Partnership Programs – customized programs, provided as co-branded, affiliations, or whitelabeled products & services
In addition to the products described above, we provide a variety of related offerings and services, including, without limitation, premium document and image hosting services, social media messaging aggregation and accessibility services and professional services. The Dashboard and Concierge Service, professional services and any related offerings and services are referred to in these Terms and Conditions of Use as the “Products.”
We reserve the right to modify, revise, suspend or discontinue any Product in whole or in part, either temporarily or permanently, with or without notice, and you acknowledge that we are not obligated to support or update the Products in any manner. If we discontinue any Product, we will provide you with advance notice and an opportunity to cancel your account.
- General Terms and Conditions.
This website and our Products are provided subject to these Terms and Conditions of Use, as they may be amended by us, and any guidelines, rules or operating policies that we may post on this website, including, without limitation, our Privacy Statement, which is specifically incorporated herein by reference (collectively, the “Agreement”). We may amend this Agreement from time to time due to changes to our Products, to account for developments under the law, or for any other commercially reasonable reason. Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment. Any amendment will only become effective upon notification to you (by email or by posting on our website) and, if you do not want to agree to any such amendment, you must contact us in writing to cancel your account. By checking the box next to the “Do you agree?” button on the sign-up page, by logging in to your SocialMadeSimple account, by accessing this website or by accessing any of our Products by means of any API interface, you accept this Agreement.
Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void.
2.2. Minimum Age and Ability to Bind.
This website and the Products are available only to persons or organizations that can form legally binding contracts under applicable law. Without limiting the foregoing, this website and the Products are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use this website or the Products. If you are using this website or the Products on behalf of an organization, you represent and warrant that you have the ability to bind such organization by your use of this website and the Products.
You agree to provide true, accurate, current and complete information about yourself and your organization, as applicable, as requested in the registration form and elsewhere on this website, and agree to update such information if it changes.
- Communication with You.
We reserve the right (but are not obligated) to send messages to you to inform you of:
- changes or additions to this website or the Products;
- changes to this Agreement or any of the Fee Schedules (defined below),
- violations of this Agreement or cancellation, suspension, termination or other action respecting your privilege to access and use this website or the Products; or
- any other matter related to this website, the Products or this Agreement.
Nothing in this provision shall require or obligate us to send any notice if no notice is required or mandated elsewhere in this Agreement.
- Copyright and Trademark Information.
Copyright © 2009-2020 SocialMadeSimple, LLC
This website and the information it contains, are the property of SocialMadeSimple and its affiliates and licensors, and are protected by United States and international intellectual property laws. “SocialMadeSimple,” the SocialMadeSimple logo, are registered trademarks or trademarks of SocialMadeSimple in the United States and other countries. This is not intended as a complete list of our trademarks and other SocialMadeSimple product or service names or logos appearing in this website may be trademarks of SocialMadeSimple or its affiliates.
- Fees and Payment; Fee Schedule; Free Trial.
5.1. Fees for the Dashboard.
Once you have completed your free trial period for the Dashboard, you will become subject to monthly subscription fees for the Dashboard in accordance with the Dashboard Fee Schedule (the “Dashboard Fee Schedule”). You will be required to submit the required payment monthly in advance for the Dashboard (unless you have already provided payment or means of payment, such as credit card information) and may purchase, in advance, a monthly subscription for the Dashboard. Access to the Dashboard may be disabled until any required payment is received. Any required fees will be billed monthly or your pre-paid account will be debited monthly for the Dashboard, even if you are not actively using the Dashboard.
5.2. Fees for the Concierge Service.
You are subject to monthly subscription fees for the Concierge Service in accordance with the Concierge Fee Schedule (the “Concierge Service Fee Schedule”). You will be required to submit any required payment monthly in advance for the Concierge Service (unless you have already provided payment or means of payment, such as credit card information) and may purchase, in advance, a monthly subscription for the Concierge Service. Access to the Concierge Service may be disabled until any required payment is received. Any required fees will be billed monthly or your pre-paid account will be debited monthly for the Concierge Service, even if you are not actively using the Concierge Service. The Concierge Service may also be subject to per campaign and certain overage charges.
5.3. Fees for Related Offerings and Professional Services.
If selected by you, you will also be billed for related offerings and services, in accordance with the Fee Schedules.
5.4. Fee Schedules Generally; Discounts.
You are responsible for reviewing the applicable Fee Schedules from time to time and remaining aware of the fees charged by us and any applicable discounts. The Fee Schedules, including subscriber or contact levels, are subject to change at any time in our sole discretion, and if you do not agree to any such changes, you should contact us to cancel your account. We will use good faith efforts to notify you prior to the effectiveness of any significant change to the Fee Schedules (which shall include notifications on our website). If you receive special discounts through one of our marketing partners, those discounts may not be available if you cease to continue to be a customer of the marketing partner, in which case our standard rates will apply. We may rely on information provided by the applicable marketing partner, if any, with respect to the status of your SocialMadeSimple account. Manipulating data in an attempt to circumvent our Fee Schedules or other billing procedures is strictly prohibited and punishable by applicable law. Any disputes about any charges to you under this Agreement must be submitted to us in writing within 60 days of the date such charges are incurred. You agree to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge.
5.5. Payment; Taxes.
Payment for the Products will be made by a valid credit card accepted by us. Checks will be accepted for prepayments of at least six months. Fees are payable in U.S. dollars only. If the monthly payment option is selected or if you have previously provided us with your credit card for payment, you hereby authorize us to charge your credit card for such amounts on a regular monthly basis beginning at the end of your free trial period and continuing until such time as your SocialMadeSimple account is terminated. If we are for any reason unable to effect automatic payment by credit card, we will attempt to notify you by email and your SocialMadeSimple account may be disabled until payment is received. We may be required to collect and remit sales tax from our customers located in certain state and local jurisdictions, including those jurisdictions where software delivered as a service is taxable and where we maintain a physical presence. We determine your local taxing jurisdiction based on the billing address that you list in the “My Account – Billing” section of your SocialMadeSimple account. You agree to be responsible for and to pay any sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this Agreement, use or possession of this website or the Products, excluding taxes based on net income payable by us.
5.6 Advertising budgets
In the event SMS is collecting payment that includes money designated for advertising budgets to be spent on third party advertising platforms, SMS reserves the right to reduce the actual amount spent on advertising by the amount of any fees associated with collecting the ad budget, including but not limited to credit card processing fees. It is also common for advertising spend to vary by 5% from the established budget. Should this happen, SMS is not responsible for any discrepancies that occur on advertising spend.
- Access and Use of the Website and the Products.
6.1. Prohibited Content.
We prohibit the use of this website or the Products by any person or organization that:
- Displays or markets material that exploits children under 18 years of age;
- Posts or discloses any personally identifying information or private information about anyone without his or her consent, including children under 18 years of age without their parents’ consent;
- Provides or posts any material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or that is obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable;
- Engages in any libelous, defamatory, scandalous, threatening, or harassing activity;
- Provides or posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or that provides instruction, information or assistance in causing or carrying out such violence;
- Introduces viruses, worms, Trojan horses, spyware or other harmful code;
- Posts or displays any content, including any image, that infringes, misappropriates or otherwise violates the intellectual property rights of others, including authors, artists, or photographers;
- Sells or promotes any products or services that are unlawful in the location at which the content is posted or received;
- Provides, sells or offers to sell any of the following products or content (or services related to the same):
- Pornography or illicitly pornographic sexual products, including but not limited to adult magazines, video and software, escort services, dating services, or adult “swinger” promotions; provided, however, the foregoing prohibition shall not apply to established retail home-based party businesses;
- Illegal drugs and contraband that are unlawful in the location at which the content is posted or received;
- Illegal goods, pirated software or media; or
- Instructions on how to assemble or otherwise make bombs, grenades or other weapons;
6.2. Use of the Products by You.
You agree to comply with the following in connection with your use of this website and the Products:
- You shall not interfere with or disrupt this website or any related SocialMadeSimple websites or servers or networks connected to this website or any Products.
- You shall not restrict or inhibit any other user from enjoying and using this website or the Products.
- You shall not use the Products in violation of applicable law or third party rights (including third party terms of service), and shall not use the Products for hosting content (for example, images and documents) that infringes on the intellectual property rights of others.
- You will not set up multiple accounts for any individual or organization in order to send substantially similar content unless you are part of a franchise.
- In your use of the Products, you agree to represent you or your organization accurately and will not impersonate any other person, whether actual or fictitious.
- You shall not copy any of our templates or any other features or functionality from the Products or use them for any purpose other than through your use of the Products themselves. This restriction also applies to customized templates prepared by our professional services group.
- You may not use documents and images hosted by us on servers controlled by us for any purpose whatsoever other than in connection with the Products.
- You acknowledge that you are solely responsible for complying with any applicable restrictions or limitations, as well as updating and ensuring that any applicable restrictions or limitations meet your requirements and comply with your obligations hereunder.
- Any content created for a customer’s business may not be reused, re-purposed or resold for use by another business or entity.
6.3. Limitations on Use.
You acknowledge the following in connection with your use of this website and the Products:
- You understand that not all messages or campaigns sent through use of the Products will be received by or will be capable of being viewed by their intended recipients.
- To the extent permitted by applicable law, we may make and preserve copies of any and all messages, social campaigns as necessary to provide the Products and for internal back-up and other legal or regulatory purposes.
- You understand that delivery of messages via the Products may involve transmissions over various networks, and that the messages (including images and text contained therein) could be reformatted or otherwise revised to conform to the formatting or technical requirements of such networks. You further understand and agree that messages exceeding maximum character limitations may be truncated, abbreviated, reduced or otherwise abruptly cut short.
You will not import or incorporate into any contact lists, social media marketing campaigns or uploads to our servers any of the following information: social security numbers, national insurance numbers, credit cards, passwords, security credentials, or sensitive personal or health information of any kind.
For the purposes of European Directive 95/46/EC and applicable national implementing laws in your jurisdiction, and with respect to your customer’s personal data, you acknowledge and agree that you are the data controller, and we are a data processor. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law. We agree that we shall process your customer’s personal data on your behalf in accordance with your instructions, as set out in these Terms and Conditions of Use, the Privacy Statement and in order to provide the Products, and any instructions received from time to time, and that we have taken and will continue to take adequate technical and organizational measures against unauthorized or unlawful processing of, accidental loss or destruction of, or damage to, your customer’s personal data as set out in our Privacy Statement.
6.5. Interactions with Subscribers.
If you use the Products to communicate about or administer any contest, competition, sweepstakes, or other similar promotional event (“Promotion”), you are responsible for the lawful operation of that Promotion, including the official rules, offer terms and eligibility requirements (for example, age and residency restrictions), the selection of winners and compliance with regulations governing the Promotion and all prizes offered in connection with the Promotion (for example, registration and obtaining necessary regulatory approvals). You shall bear all costs of procuring or delivering any prizes, including any associated insurance, taxes and any other fees associated with such prizes. You also agree to comply with any rules or guidelines required by any applicable third party website provider to administer or communicate about any Promotion. You shall ensure that the rules for each Promotion (i) state that each entrant or participant unconditionally releases us of any liability arising from the Promotion, and (ii) inform each entrant or participant that the Promotion is in no way sponsored, endorsed or administered by, or associated with, us.
You will refrain from unethical, false or misleading advertising, promotions or sales efforts and practices in connection with your use of the Products.
We merely facilitate any promotions you may offer and the sale of products or services you may sell or provide. We provide no safeguards to ensure that your promotions, products, services or related sales and marketing materials comply with applicable law or that they do not infringe any third party right.
As the provider of any promotion or your services or products, you are fully responsible for any and all statements and promises made to your subscribers or users and any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect thereto.
For every message launched or distributed via the Products, you agree that we may add a link to our website and a statement such as ” via SocialMadeSimple” or “Powered by SocialMadeSimple” in the footer or other similar location that does not unreasonably obscure the message.
6.7. Remote Access.
You may from time to time provide our personnel or agents with remote access to your computers and other systems for the purpose of troubleshooting issues that arise in your use of the Products. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by us or our personnel or agents.
- Communities and Marketplace
This website may contain areas where you may be able to publicly post information or communicate with others (for example, discussion boards or blogs), review products and merchants and otherwise submit content, including the SocialMadeSimple Blog. You agree that you are responsible for your own use of such communities, for any posts you make and for any consequences thereof. You agree that we are not responsible for the content of any postings in any such community and have no duty to monitor such communities or to correct any erroneous statements set forth therein. Any information you post may be accessible to anyone with Internet access, and any personal or other information you include in your posting may be read, collected and used by others. You agree that you will use any such community areas in compliance with all applicable laws, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws and this Agreement. We reserve the right, but shall have no obligation, to investigate your use of any community for any reason, including in order to (i) determine whether a violation of this Agreement has occurred or (ii) comply with any applicable law, legal process or governmental request. We have no obligation to maintain or continue operation of any community, including the SocialMadeSimple Blog, and we may cease operation of, or modify, all or any portion of any such community at any time in our sole discretion.
- Restrictions and Responsibilities
8.1. No Rights in Software.
This is an Agreement for services and access to this website, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Products or any software, documentation, or data related to the Products (“Software”); remove any proprietary notices or labels from the Products or any Software; modify, translate, or create derivative works based on the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Products or any Software. If you are using the Products in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software or Products, then you hereby covenant that, prior to engaging in such activities, you will first request that we perform such work at our standard professional services rates. We can then decide either: (i) to perform the work in order to achieve such interoperability and charge our then standard rates for such work to you; (ii) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability; or (iii) provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
8.2. Permitted Use of the Products.
The Products shall be used for your personal or internal business (which includes civic or charitable) purposes only, in compliance with this Agreement (including, without limitation, Section 6 hereof) and you shall not use the Products or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. Unless you are an authorized reseller of the Products, you may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the Products or the Software, or any content, including but not limited to newsletters, distributed to you by us in connection with the Products.
8.3. Compliance with Laws; Monitoring.
The Products shall only be used for lawful purposes and you shall use the Products only in compliance with this Agreement and regulations thereunder and all other applicable U.S., state, local and international laws in your jurisdiction, including but not limited to (i) laws relating to advertising, sales or promotional efforts or practices, redemption, refunds and provision of your products or services, and (ii) laws that govern false, unfair and deceptive practices, coupons, gift cards/certificates, defective products or services, unclaimed property, alcohol or tobacco, health and safety, fire, and hygiene standards. You will refrain from unethical, false or misleading advertising, promotions, or sales efforts and practices in connection with your use of the Products.
Although we have no obligation to monitor the content provided by you or your use of the Products, we may do so and may block any messages or campaigns, remove any content, including social marketing campaigns, or prohibit any use of the Products that we believe may be (or is alleged to be) in violation of the foregoing or any other provision of this Agreement.
8.4. Your Information.
In using the varied features of the Products, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to us. We may use this information and any technical information about your use of the Products in accordance with our Privacy Statement and relevant “just-in-time” notices, if any, provided at the point of information collection or use. We may provide your information, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law.
You consent to us collecting data from your website through automated means, such as through harvesting bots, robots, spiders, or scrapers (“Automated Data Collection”) and the use of that data for internal business purposes. We will not use Automated Data Collection to collect data from your website if you have set the /robots.txt file to disallow such collection.
8.5. Intellectual Property Matters.
You agree that you will not submit, upload or transmit any contact lists, information or content of any type to this website or in connection with the Products or by email to us that infringe, misappropriate or violate any of our rights, any rights of any third party or applicable law. If you submit any suggestions, business information, ideas, concepts or inventions or content to us through this website, in connection with a Product or by email, you agree such submission is non-confidential for all purposes and you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display such submission in any manner or in any media now known or hereafter created, only as required by us to offer and operate the Products and related services, including available offerings from third parties.
Dashboard Users: You may terminate your SocialMadeSimple account at any time through the Billing Settings tab, found in the platform.
Service Programs – A one month cancellation notice is required, in writing, to terminate active services. Contact us at email@example.com or firstname.lastname@example.org to submit a cancelation request. Otherwise, we assume that you’d like to renew the Service for the same Service Period.
We are not obligated to issue refunds for any fees paid. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SOCIALMADESIMPLE ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SOCIALMADESIMPLE ACCOUNT AND THIS AGREEMENT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR SOCIALMADESIMPLE ACCOUNT AND THIS AGREEMENT.
We may, in our sole discretion, terminate your SocialMadeSimple account or your access to or use of the Products, disable your SocialMadeSimple account or access to the Products, remove all or a portion of your content, or put your SocialMadeSimple account on inactive status, in each case at any time, with or without cause, with or without notice and without refund. We shall have no liability to you or any third party because of such termination or action, except that we will refund a pro rata portion of any prepaid amounts if we terminate you without cause. Unless you or we terminate your account, you will continue to be responsible for paying any amounts owed to us hereunder.
We have the right to delete any of your data immediately following termination. If your SocialMadeSimple account is classified (at our sole discretion) as inactive for over 120 days, we have the right to permanently delete any of your data, including any data relating to your subscribers.
Upon termination of your SocialMadeSimple account by you or us, this Agreement and any rights or licenses granted to you hereunder, shall immediately terminate except that all sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, Sections 2- 4, 5.4., 5.5 and 6-22.
You hereby agree to defend, indemnify and hold harmless us and our business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that (i) arises from any actual or alleged breach by you of this Agreement; (ii) arises from the content you distribute, social media campaigns you publish, promotions you offer, or products or services you sell (including, without limitation, claims relating to defective products or services or unclaimed property); (iii) arises from your activities or postings in SocialMadeSimple; (iv) any content created and/or published by SocialMadeSimple on your behalf or (v) otherwise arises from or relates to your use of the Products. In addition, you acknowledge and agree that we have the right to seek damages when you use the Products for unlawful purposes, in an unlawful manner, or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In the event that we are required to respond to a third party or law enforcement subpoena or court order that is related to your use of the Products, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena or order.
- Warranty Disclaimer; Remedies; Release.
YOU EXPRESSLY AGREE THAT THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE PRODUCTS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF ANY PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.
YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE PRODUCTS IN COMPLIANCE WITH THE LICENSE AND/OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES (INCLUDING YOUR EMAIL AND/OR SOCIAL NETWORKING PROVIDERS), AND WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF THE SAME.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (i) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, (ii) ANY CONTENT PROVIDED BY ANY THIRD PARTY OR (iii) ANY PRODUCT OR SERVICE PURCHASED OR OTHERWISE OBTAINED FROM ANY THIRD PARTY, INCLUDING OUR CUSTOMERS. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE PRODUCTS OR OBTAINED FROM A THIRD PARTY.
NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE PRODUCTS SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE PRODUCTS.
TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO ANY CONTENT POSTED ON YOUR SITE OR IN ANY MATERIALS YOU SEND USING OUR PRODUCTS AND FROM ANY CLAIMS RELATED TO THE CONDUCT OF ANY OTHER CUSTOMERS OF OURS OR THEIR RESPECTIVE SUBSCRIBERS. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (IF YOU ARE A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF YOU ARE A RESIDENT OF SUCH JURISDICTION).
- Limitation of Liability.
EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF SOCIALMADESIMPLE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SOCIALMADESIMPLE OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “SOCIALMADESIMPLE”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SOCIALMADESIMPLE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF SOCIALMADESIMPLE TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 12 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY SOCIALMADESIMPLE TO YOU IN THAT 12 MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
You agree that SocialMadeSimple has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
- Restricted Persons; Export of Products or Technical Data.
You hereby represent and warrant that you are not a Restricted Person. For purposes of this Agreement, you are a “Restricted Person” if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Products is (i) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify us within 24 hours, and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you; provided, however, for the avoidance of doubt, you will remain liable to us for any outstanding obligations hereunder. You agree that you shall not utilize the Products to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Products, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
- Third-Party Websites and Services.
You agree to abide by the terms and conditions of any applicable Third Party Service. Notwithstanding anything set forth herein to the contrary, you will abide by this Agreement regardless of anything to the contrary in your agreement with any third party and you shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
We may terminate any Third Party Service’s ability to interact with any of the Products at any time, with or without notice, and in our sole discretion, with no liability to you or to the third party. Any Third Party Service may take actions to impact our ability to make available some or all of the features of the Products at any time, with or without notice, and we will not be liable to you or to the third party for any such actions. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, any Third Party Services.
In no event shall any reference to any third party or third party product or Third Party Service be construed as an approval or endorsement by us of that third party or of any product or service provided by such third party.
- Monitoring Communications.
You agree that we may, in our sole discretion, but are not obligated to, monitor or record any of your telephone conversations and chat texts with us for quality control purposes, for purposes of training our employees and for our own protection. You acknowledge that not all telephone lines or calls are recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.
- Notice and Take Down Procedures; Copyright Agent.
If you believe any materials accessible on or from this website or the Products infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from this website or the Products by contacting our copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (for example, the URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Any information required to be included in a copyright infringement report under the United Kingdom Digital Economy Act 2010 (as we shall notify to you from time to time and request from you as necessary).
- Your name, address, telephone number and (if available) email address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
Our agent for copyright issues relating to this website and the Products is as follows:
181 Wells Avenue, Suite 104
Newton, MA 02459
Phone: (888) 315-0750 x201
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of SocialMadeSimple account holders who are repeat infringers.
- Open Positions on Career Pages.
We may list open employment positions on this website. Any such postings are for informational purposes only and are subject to change without notice. You should not construe any information on this website or made available through this website as an offer for employment, nor should you construe anything on this website as a promotion or solicitation for employment not authorized by the laws and regulations of your location.
- Username and Password.
You are responsible for maintaining the security of your SocialMadeSimple account, passwords and files. We will accept the instructions of any individual who claims to be authorized to direct changes to your SocialMadeSimple account so long as such person presents your username and password or provides other appropriate account identifying information, as determined by us in our sole discretion, by email or by phone, or through a Third Party Service, if any, through which you access the Products. We have no knowledge of your organizational structure, if you are registering for the Products as an organization, or your personal relationships, if you are a person. You will be solely responsible and liable for any activity that occurs under your username and we shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password or other appropriate account identifying information. You agree to notify us immediately of any unauthorized use of your SocialMadeSimple account or any other breach of security.
- International Use; Prohibited by Law.
In recognition of the global nature of the Internet, you agree to comply with all local rules where you reside or your organization is located regarding online activities, and the Products. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Products are controlled and operated by us from our offices within the United States and we make no representation that the Products are appropriate or available for use in other locations. Those who access the Products from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Products where prohibited by law.
20.1. Full Force and Effect.
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
20.2. Entire Agreement.
We and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
You may not assign any of your rights hereunder. We may assign all rights to any other individual or entity in our sole discretion.
20.4. Further Assurances.
You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.
20.5. Third Party Beneficiaries.
Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
20.7. No Agency.
No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.
20.8. Attorney Fees.
In the event legal action is required to enforce the payment terms of this agreement, SMS shall be entitled to collect from the client any judgment or settlement sums due plus reasonable attorneys’ fees, court costs and other expenses including collection agency fees of up to 33% of the principal, incurred by SMS for such collection action.
20.9. Governing Law and Legal Actions.
The Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Massachusetts.
20.10. Additional Information.
If you have any questions about the rights and restrictions above, or would like to report any inaccuracies or errors, please contact us by email at email@example.com.
- UK Site Visitors and Customers.
If you are accessing this website and/or purchasing any Products from the UK, Sections 10, 11, and 12 of this Agreement will not apply to you as set out above, but will be replaced in their entirety with the following wording:
- Warranty Disclaimer; Remedies; Release.
You expressly agree that the products are provided on an “as is” and “as available” basis. Use of the Products and any reliance by you upon the Products, including any action taken by you because of such use or reliance, is at your sole risk. We do not warrant that the use of any Product will be uninterrupted or error free, nor do we make any warranty as to the results that may be obtained from use of the same. To the extent permitted by applicable law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. No statement or information, whether oral or written, obtained from us in any means or fashion shall create any warranty not expressly and explicitly set forth in this agreement.
You are solely responsible for your use of the Products in compliance with the license and/or terms and conditions of any third parties or Third Party Services (including your e-mail and/or social networking providers), and we shall have no liability of any nature whatsoever for your compliance with or breach of the same.
We do not endorse and are not responsible for (a) the accuracy or reliability of any opinion, advice or statement made by anyone other than us, (b) any content provided by any third party or (c) any product or service purchased or otherwise obtained from any third party, including our customers. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the Products or obtained from a third party.
To the extent applicable law permits, you release us from any claims or liability related to any content posted on your site or in any materials you send using the Products and from any claims related to the conduct of any other customers of ours or their respective subscribers.
- What personally identifiable information is collected from you through the web site, how it is used and with whom it may be shared.
- What choices are available to you regarding the use of your data.
- The security procedures in place to protect the misuse of your information.
- How you can correct any inaccuracies in the information.
- Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g. create a social network profile.
- Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address given on our website:
- Change/correct any data we have about you.
- Have us delete any data we have about you.
- Express any concern you have about our use of your data.
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser, or looking for “https” at the beginning of the address of the web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.
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