Socialware, Inc. (“SOCIALWARE”, “We” or “Us”) Internet Web Site Terms Of Use

Effective as of: May 25, 2012

THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS”) GOVERN YOUR USE OF THIS SITE ON THE WORLD WIDE WEB AND THE SERVICES AVAILABLE FOR PURCHASE THROUGH THIS SITE (“SERVICES”). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND SOCIALWARE AND GOVERN YOUR ACCESS TO, AND USE OF, THE SOCIALWARE WEBSITE LOCATED AT WWW.SOCIALWARE.COM (THE “SITE”) AND SERVICES. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE AND DO NOT PURCHASE ANY SERVICES. YOUR USE OF THIS SITE SHALL AND/OR PURCHASE OF SERVICES WILL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. SOCIALWARE MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THIS SITE AT ANY TIME. SOCIALWARE CAN CHANGE THESE TERMS AT ANY TIME BY POSTING UPDATED TERMS OF USE ON THIS SITE. SOCIALWARE ALSO MAY SEND NOTICE OF A CHANGE TO USERS THAT HAVE PROVIDED THEIR EMAILS TO SOCIALWARE THROUGH THE SITE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE AND THE SERVICES. IF YOU DO NOT CEASE USING THIS SITE AND THE SERVICES, YOU WILL BE DEEMED TO HAVE ACCEPTED THE CHANGE.

 

General Use Restrictions

SOCIALWARE provides various documents and information relating to managing social media usage and social media policies, including content, logos, graphics and images on the Site and through the Services (together, the “Materials”).  Materials do not include Submissions (defined below).  These Materials are made available to you by SOCIALWARE and are the copyrighted and/or trademarked work of SOCIALWARE or SOCIALWARE’s contributors.

SOCIALWARE grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Materials and to use the Site and Services solely for your personal or business use, all solely in conjunction with managing your social media usage and social media policies. Except for the license set forth in the preceding sentence above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or the Services in any manner. You shall not distribute the Materials in any manner to any third party. In addition, you shall not use any of the Materials to provide a social media management service to third parties. You will not (and will not permit any third party to): (i) mirror any of the Materials on the Site without the prior written permission of an officer of SOCIALWARE; (ii) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iii) remove any proprietary notices or labels from the Services; or (iv) provide any content or information from the Services to any unauthorized third party.

This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to this Site, the Services or any Materials.

 

Privacy Policy

Your use of this Site and the Services is governed by the SOCIALWARE Privacy Policy, which is available at http://www.Socialware.com/privacy (the “Privacy Policy”).

 

Third Party Content

Certain information and other content that are not Submissions may be the material of third party licensors and suppliers to SOCIALWARE (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal use or business use in conjunction with managing your social media usage and social media policies. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. SOCIALWARE DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

Payment and Electronic Communications

You are expressly agreeing that Socialware is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Socialware in connection with your purchase of Services on this Site (“Charges”).  The Charges will be billed to the credit card or PayPal account you provide in accordance with the billing terms in effect at the time the Charges are due and payable.  If payment is not received or cannot be charged to your credit card or PayPal account for any reason in advance of the applicable Services being provided, Socialware reserves the right to either suspend or terminate your access to the Site and/or any Services offered through the Site and terminate these Terms.  All purchases of Services are non-cancellable and all charges are non-refundable.

By using the Site and/or purchasing Services, you consent to receiving electronic communications from Socialware.  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site and Services.  These electronic communications are part of your relationship with Socialware and you receive them as part of your purchase of Services.  You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

 

Publicly Posted Submissions

Any text, files, images, works of authorship, or any other materials that you submit, post or otherwise make available on the Site on public posting areas such as blogs and webinar comments are “Submissions.”

You, and not SOCIALWARE, have full responsibility for each such Submission you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership.  You agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users on the Site. Please be sure that any information you post on any public area of the Site is information that you are comfortable with sharing with others.  You agree that SOCIALWARE is free to use a Submission on an unrestricted basis for any purpose and you grant SOCIALWARE an irrevocable, perpetual, sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission.

YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO SOCIALWARE, SUCH AS YOUR SUBMISSIONS. You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make. You represent and warrant that: (i) you own all Submissions posted by you on or through this Site or otherwise have the right to grant the licenses to SOCIALWARE set forth in this section, and (ii) the posting of your Submissions on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.

Additionally, SOCIALWARE agrees to use all of your Submissions in accordance with SOCIALWARE’s Privacy Policy.

 

Posting Etiquette

SOCIALWARE requires that you respect the SOCIALWARE online community as well as other individuals participating within the SOCIALWARE online community. Your conduct should be guided by common sense and basic etiquette. To further these common goals, when posting Submissions to or otherwise using this Site and/or the services, you agree not to, without limitation:

-Post off-topic messages.

-Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

-Transmit or otherwise make available any content that is false, harmful, threatening, abusive, tortious, defamatory, libelous, disparaging (including disparaging of SOCIALWARE), vulgar, obscene, pornographic, or that promotes, furthers or incites violence, terrorism or illegal acts, or is otherwise objectionable (as determined by SOCIALWARE in its sole discretion).

-Use racially, ethnically, or offensive language.

-Impersonate or represent SOCIALWARE, our staff or other industry professionals.

-Solicit a user’s password or other personally identifiable information.

-Harvest user names, addresses, or e-mail addresses for any purpose other than use in your interactions on this Site.

-Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).

-Use vulgar language or abusiveness.

-Post anything that exploits children or minors or that depicts cruelty to animals.

-Post any copyrighted or trademarked materials without the express permission from the owner.

-Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.

-Post telephone numbers, street addresses or last names.

-Upload or transmit viruses, Trojan horses or other harmful, disruptive or destructive files or post material that interferes with any third party’s uninterrupted use and enjoyment of the Site.

-Impersonate any person or entity, or otherwise disguise the origin of any content transmitted through the Site or to SOCIALWARE, including forging any TCP/IP packet header or any part of the header information in any transmission to the Site for any reason.

This list of prohibitions provides examples and is not complete or exclusive. SOCIALWARE reserves the right to (a) terminate your access to the Site, your ability to post to this Site (or the services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that SOCIALWARE determines is inappropriate or disruptive to this Site or to any other user of this Site and/or services. SOCIALWARE reserves the right to restrict the number of e-mails or other messages which you are allowed to send to other users to a number that SOCIALWARE deems appropriate in SOCIALWARE’s sole discretion. SOCIALWARE may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at SOCIALWARE’s discretion, SOCIALWARE will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet. SOCIALWARE does not and cannot review every Submission posted to the Site. These prohibitions do not require SOCIALWARE to monitor, police or remove any Submissions or other information submitted by you or any other user.

 

Links to Third Party Sites

This Site and/or the Services may be linked to other sites that are not SOCIALWARE sites. SOCIALWARE is providing these links to you only as a convenience, and SOCIALWARE is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.  You further understand that such third party sites are governed by separate agreements available on such third party sites and you agree to be bound by the terms and conditions of such agreements.  Your dealings with other entities linked on or through the Site and/or the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such other entity.  You agree that SOCIALWARE shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the promotion of such other entities through the Site and/or the Services.  The use of certain Services also may require you to agree to additional terms and conditions with respect to the use of such Services.

 

Unauthorized Activities

Submissions and unauthorized use of any Materials or Third Party Content contained on this Site or provided through the Services may violate certain laws and regulations. You agree to indemnify and hold SOCIALWARE and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) SOCIALWARE or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Site or Services or the use of this Site or Services by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. SOCIALWARE may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at SOCIALWARE’s discretion, SOCIALWARE will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, through the Services or on the Internet.

 

Proprietary Rights

SOCIALWARE is a trademark of SOCIALWARE in the United States. Other trademarks, names and logos on this Site or Services are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site or as part of the Services, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of SOCIALWARE, Copyright © 2012 SOCIALWARE, INC. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

 

Copyright and Trademark Infringements

Notification: SOCIALWARE respects the intellectual property rights of others, and we ask you to do the same. SOCIALWARE may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide SOCIALWARE’s designated agent the following information:

-A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

-Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

-Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit SOCIALWARE to locate the material.

-Information reasonably sufficient to permit SOCIALWARE to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

-A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

-A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

SOCIALWARE’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

By mail:
SOCIALWARE
Sharon Kincl
6500 River Place Blvd., Bldg II, Suite 400 Austin TX 78730
By e-mail: GeneralCounsel@socialware.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

 

Social Network Data

“Social Network Data” means any social networking usage data, including, without limitation, data about how you interact with messages, contacts, and groups on the social networks, time spent on social network site(s) and what features you use in conjunction with the Services.  You shall own all right, title, and interest in and to Social Network Data that SOCIALWARE collects from you or third parties in connection with your use of the Services.  You grant and agree to grant to SOCIALWARE a perpetual, non-exclusive, royalty-free license to use such Social Network Data (a) in order to provide the Services to you; (b) for statistical, analytical and other aggregate non-personally identifiable use; and (c) as necessary to monitor and improve the Services.

 

Disclaimer of Warranties

Your use of this Site and/or the Services is at your own risk. Neither the Materials, Submissions nor the Third Party Content have been verified or authenticated in whole or in part by SOCIALWARE, and they may include inaccuracies or typographical or other errors. SOCIALWARE does not warrant the accuracy or timeliness of the Services, Materials, Submissions or the Third Party Content contained on this Site. SOCIALWARE has no liability for any errors or omissions in the Services, Materials, Submissions and/or the Third Party Content, whether provided by SOCIALWARE or our licensors.

SOCIALWARE, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, ANY SUBMISSIONS, MATERIALS, OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS AND THE THIRD PARTY CONTENT. SPECIFICALLY, SOCIALWARE MAKES NO EXPRESS OR IMPLIED REPRESENTATION THAT THE USE OF THE SERVICES, SITE OR THE MATERIALS WILL PROVIDE AN EFFECTIVE SOCIAL MEDIA SOLUTION OR POLICY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, MATERIALS, SUBMISSIONS, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SOCIALWARE DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

 

Limitation of Liability

SOCIALWARE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY OF THE MATERIALS OR THIRD PARTY CONTENT OR SUBMISSIONS TO OR FROM THIS SITE OR THROUGH THE SERVICES. IN NO EVENT SHALL SOCIALWARE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF SOCIALWARE KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE AND SOCIALWARE SHALL NOT BE LIABLE IN THE AGGREGATE FOR MORE THAN TWO HUNDRED DOLLARS ($200.00).

 

Local Laws; Export Control

SOCIALWARE controls and operates this Site from its headquarters in the United States of America and the Materials, Submissions and/or Third Party Content may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

 

General

SOCIALWARE may at any time and with or without written notice to you immediately terminate these Terms and your access to the Services or suspend or restrict your access to the Services in whole or in part, if:  (a) you breach any of these Terms; or (b) SOCIALWARE determines in its sole and exclusive judgment that terminating your access to the Services is advisable for security reasons, to protect SOCIALWARE from liability, or for the continued normal and efficient operation of the Services.

Texas law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms this Site or the Services will be heard in the courts located in Travis County, Texas. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. You may not assign these Terms or your rights or obligations hereunder (including by operation of law or otherwise) except with the written consent of SOCIALWARE, which will not be unreasonably withheld.  No liability shall result from delay in performance by SOCIALWARE caused by act of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or transportation, or similar circumstances beyond the reasonable control of SOCIALWARE.  SOCIALWARE’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and SOCIALWARE and supersede all prior or contemporaneous negotiations, discussions or agreements between you and SOCIALWARE about this Site and the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.