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Effective as of 9/24/2024
Socioh (The Orange App Inc.) Website 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 AND TO THE PRODUCTS. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEBSITE OR THE PRODUCTS, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN YOU MAY NOT USE THIS WEBSITE OR THE PRODUCTS.
Last revised September 2024
TABLE OF CONTENTS:
1. General Terms and Conditions
2. Communication with You
3. Copyright and Trademark Information
4. Fees; Payment; Taxes.
5. Use of the Site and the Products.
6. Restrictions and Responsibilities.
7. Termination.
8. Indemnification.
9. Warranty Disclaimer; Remedies; Release.
10. Limitation of Liability.
11. Restricted Persons; Export of the Site, the Products or Technical Data.
12. Third-Party Websites and Services.
13. Notice and Take Down Procedures; Copyright Agent.
14. Open Positions on Career Pages.
15. Username and Password.
16. International Use; Prohibited by Law.
17. Miscellaneous.
18. Socioh Data Processing Addendum.
1.1. General.
The Orange App, Inc. ("Socioh", “Company”, “our”, "we" or "us") provides businesses and organizations with a variety of products and services and related offerings, features and functionalities (individually, a "Product" and collectively, the "Products"). This website (including any related sub-site, service, feature or functionality) (the "Site") and the Products are provided subject to these Website and Product 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 Prohibited Content and Commerce Statement and our Privacy Statement, which are specifically incorporated herein by reference (collectively, the "Agreement"), and any other terms relating to the service to which you and Socioh have separately agreed in writing (“Additional Agreement(s)”).
These Terms apply to all visitors, users and others (“Customers”, “you”, or “your”) who wish to access or use the Platform.
We may amend this Agreement from time to time due to changes to the Site or the Products, to account for developments under the law, or for any other commercially reasonable reason upon five (5) days notice to You and any such change shall not be retroactive, but shall become effective at the end of such five (5) day notice period. 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 Site) and, if you do not want to agree to any such amendment, you should stop using the Site and the Products and contact us 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 Socioh account, by accessing the Site or by accessing any of the Products (including by means of any API interface), you accept this Agreement on behalf of yourself and any business or organization you represent (collectively, "you"). Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other form you provide are specifically null and void.
1.2. Minimum Age and Ability to Bind.
The Site and the Products are available only to persons or organizations that can form legally binding contracts under applicable law. Without limiting the foregoing, the Site and the Products are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Site or the Products. If you are using the Site 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 the Site and the Products.
1.3. Registration.
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 the Site, and agree to update such information if it changes.
1.4. Account Access.
We may, in our discretion, permit you to authorize additional users to use your Socioh account. For purposes of this Agreement, you are the "Account Owner" and any other users you authorize will be deemed "Authorized Users." You will be responsible for each Authorized User’s use of your Socioh account and each Authorized User’s compliance with this Agreement.
We reserve the right to send messages to you to inform you of (a) changes or additions to the Site, the Products, this Agreement or the Fee Schedule (defined below), (b) violations of this Agreement or actions relating to your privilege to access and use the Site or the Products, or (c) any other matter related to the Site, 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.
You agree that we may, but are not obligated to, monitor or record any of your conversations and chat texts with us for quality control purposes, for purposes of training our employees and for our own protection. You further agree that any Account Users or anyone else you authorize to use your account consents to such monitoring or recording as well.
By submitting your email on our website, submitting your email on a lead form connected to a Socioh page from an advertising platform, our blog, our ads library or creating an Account on our Platform, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at success@socioh.com.
The Site and the information it contains, are the property of Socioh and, in some cases, its affiliates and licensors, and are protected by United States and international intellectual property laws. “Socioh” and “The Orange App” are registered trademarks of The Orange App Inc. in the United States and other countries. This is not intended as a complete list of our trademarks and other Socioh product or service names or logos appearing in the Site may be trademarks of The Orange App Inc. or its affiliates.
4.1. Fees.
a. Fee Schedule.
Once you have completed any applicable free trial period or exceeded any limits described on the applicable fee schedule (the “Fee Schedule”), you will be subject to fees in accordance with any applicable Fee Schedule. Applicable fees will be billed monthly or your pre-paid account will be debited monthly for the Products, even if you are not actively using the Products. The applicable Fee Schedule is 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 applicable Fee Schedule, but you are responsible for reviewing the applicable Fee Schedule from time to time and remaining aware of the fees charged by us and any applicable discounts. You acknowledge and agree that our measurements are the definitive measurements for payment due and owed hereunder.
b. Other Billing Arrangements.
If you receive the Products by means of one of our re-sellers or partners (a “Reseller”), the Reseller may be responsible for billing you for the Products and you may be subject to a different fee schedule and additional terms and conditions. In the event of any conflict between this Agreement and the Reseller’s terms and conditions, this Agreement shall control except with respect to the payment provisions set forth in this Section 4. If you cease to be a customer of a Reseller, any special pricing, benefits or terms may no longer be available to you. We may rely on information provided by the Reseller, if any, with respect to the status of your Socioh account.
c. Disputes.
Notwithstanding anything set forth herein to the contrary, any disputes about any charges to you under this Agreement must be submitted to us in writing within 30 days of the date such charges are incurred. You agree to waive all disputes not brought within the 30 day period, and all such charges will be final and not subject to challenge.
4.2. Payment; Taxes.
a. Payment.
Payment for the Products will be made in advance by a valid credit card accepted by us. Fees are only payable in the currencies made available to you when you purchase our Products. 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 any applicable free trial period and continuing until such time as your Socioh 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 Socioh account may be disabled until payment is received.
A valid payment method, including credit card or PayPal, is required to process the payment for your subscription. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
In the event any third parties are employed to collect any outstanding monies owed by Customer, Customer agrees to pay interest due per the contract at the rate of 1-½% per month (18% annual percentage rate) from original invoice date, as well as reasonable collection costs, including attorney fees, whether or not litigation has commenced, and all costs of litigation incurred. Customer represents that they have the authority to execute this credit agreement on behalf of their business.
b. Ad Spend
All advertising spend is paid for by Customer with the Customer's payment method connected to the ad platform used to test ads.
c. Trial
We may, at our sole discretion, offer a Subscription with a trial for a limited period of time (“Trial”).
You may be required to enter your billing information in order to sign up for a Trial. On the last day of the Trial period, unless you’ve canceled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, The Orange App, Inc. reserves the right to (i) modify Terms of Service of Trial offer, or (ii) cancel such Trial offer.
d. Refunds
Except when required by law, or agreed in a separate agreement, all Subscription fees and payments are non-refundable.
e. Taxes.
We 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” section of your Socioh account. Fees set forth in the applicable Fee Schedule do not take into account any taxes.
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 the Site or the Products or your products or services (except for taxes based on net income payable by us).
You further agree to comply with the following in connection with your use of the Site and the Products:
6.1. No Rights in Software.
This is an Agreement for services and access to the Site, and, except as expressly set forth herein, you are not granted a license to any software by this Agreement and nothing on the Site shall be construed to confer any grant or license of any intellectual property rights, whether by estoppel, by implication, or otherwise. 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 Site or the Products or any software, documentation, or data related to the Site or the Products (“Software”); remove any proprietary notices or labels from the Site or the Products or any Software; modify, translate, or create derivative works based on the Site or the Products or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site or the Products or any Software. If you are using the Site or 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 Site, the Software or the 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: (a) to perform the work in order to achieve such interoperability and charge our then standard rates for such work to you; (b) 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 (c) to 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.
6.2. Permitted Use of the Site or the Products.
The Site and the Products shall be used for your personal or business purposes only, in compliance with this Agreement (including, without limitation, Section 5 hereof) and you shall not use the Site, 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 Site, the Products or the Software, or any content, including but not limited to newsletters distributed to you by us in connection with the Products.
6.3. Compliance with Laws.
The Site and the Products shall only be used for lawful purposes and you shall use the Site and 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 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.
6.4. Monitoring and Removal.
Although we have no obligation to monitor the content provided by you or your use of the Site or the Products, we may do so and may block any messages or campaigns, remove any content, including surveys, event registrations, social campaigns, Promotions, Deals or Business Content, or prohibit any use of the Site or the Products that we reasonably believe may be in violation of the foregoing or any other provision of this Agreement.
6.5. Assistance.
You acknowledge that we may from time to time provide you with marketing advice and other coaching, template design, frequently asked questions and tips on best practices and complying with applicable law, including our Customer Privacy Policy and any sample Offer Terms. You acknowledge that such assistance and information is provided as a convenience to you and that such assistance and information are not intended to and do not constitute legal or business advice and that no attorney-client relationship is formed. We do not warrant or guarantee that use of or compliance with this information will be sufficient to comply with your obligations hereunder, applicable law or with third party rights.
6.6. Your Information and Content.
a. Your Information.
In using the varied features of the Site or the Products, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to us and we may collect information about your use of the Site or the Products. We may use this information 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 this information to courts, law enforcement authorities and/or other relevant third parties, such as internet service providers, when such disclosure is necessary or advisable, in our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action, prevent harm to others or pursue other relief.
b. Your Content.
We will also obtain any information that you provide to us in connection with your use of the Site or the Products. We acknowledge your ownership rights in such content. We will never sell or rent your Information to anyone without your permission, and will never use your Information for any purpose other than providing our products and services or as described herein. In the event we amend or revise the policy described in the immediately preceding sentence, we will provide advance notice of such amendment or revision.
To the extent permitted by applicable law, we may make and preserve copies of all Information as necessary to provide the Site or the Products and for internal back-up and other legal or regulatory purposes.
Our Service allows you to provide, submit, upload, post, link, store, share, display and otherwise make available (collectively, "Provide") certain information, data, text, graphics, videos, or other material (collectively, your “Content”) on, to, and/or through the Service. You are responsible for Content that you Provide, including its legality, reliability, and appropriateness.
By Providing Content, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that Providing such Content (including without limitation posting it on or through the Service) does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise violating any rights of any person or entity.
You retain any and all of your rights to any Content you Provide and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. However, by Providing Content in connection with your use of the Service you grant us the right and license during and after the term of these Terms to use, modify, publicly perform, publicly display, reproduce, distribute and make derivative works of such Content to (i) provide the Service and (ii) generate and create anonymous and/or aggregated data and freely use and make available such data for our business purposes (including without limitation, for purposes of developing, improving, testing, operating, providing, promoting and marketing our products and services).
Socioh has the right but not the obligation to monitor and edit all Content provided by users.
In addition, Content provided by Socioh or found on or through this Service is the property of Socioh or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
You may terminate your Socioh account at any time by emailing Socioh Customer Support. Except as specifically set forth herein or on the Site, there are no refunds for any fees paid. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR SOCIOH ACCOUNT AND THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ORANGE TWIG 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 Socioh ACCOUNT AND THIS AGREEMENT.
We may, in our sole discretion, terminate your Socioh account or your access to or use of the Site or the Products, disable your Socioh account or access to the Site or the Products, remove all or a portion of your Customer Information or data, or put your Socioh account on inactive status, in each case at any time, with and at least 10 days 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.
You hereby agree to defend, indemnify and hold harmless us and our business partners, third-party suppliers and providers, members of our Network, account providers, licensors, officers, directors, employees, distributors and agents from and against any damages, losses, liabilities, penalties, settlements and expenses (including costs and reasonable attorneys' fees) in connection with any claim or action that (a) arises from any actual or alleged breach by you of this Agreement; (b) arises from your Information, including the content or effects of any messages you distribute, social media campaigns you publish, Promotions or Deals you offer, products or services you sell (including, without limitation, claims relating to violations of law, false advertising, injuries, illness, damages, death, taxes, fulfillment, breach of Offer Terms, defective products or services or unclaimed property); (c) arises from your provision of incomplete or inaccurate information to your subscribers or customers; (d) arises from your activities or postings in any Community; (e) arises from your use of any Third Party Service (as defined below); (f) arises from your activities related to the Socioh Authorized Experts or Socioh blog posts or the Socioh Webinars/ Boot Camps; or (g) otherwise arises from or relates to your use of the Site or the Products. You agree to provide us with prompt written notice in the event of any such claims or actions. In addition, you acknowledge and agree that we have the right to seek actual abut not punitive or consequential damages when you use the Site or 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 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 Site or 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.
YOU EXPRESSLY AGREE THAT THE SITE AND THE PRODUCTS (INCLUDING ANY CUSTOM SERVICES OFFERINGS) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE OR THE PRODUCTS AND ANY RELIANCE BY YOU UPON THE SITE OR 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 THE SITE OR THE PRODUCTS 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 NON INFRINGEMENT. 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. NOTWITHSTANDING THE FORGOING WE REPRESENT AND WARRANTY THAT WE OWN THE PROPER RIGHTS, TITLE OR INTEREST IN THE PRODUCTS TO PROVIDE THE SAME TO YOU, AND AGREE TO INDEMNIFY, DEFEND AND HOLD YOU HARMLESS AGAINST ANY THIRD PARTY CLAIM OR ALLEGATION THAT THE PRODUCTS INFRINGE SUCH THIRD PARTIES PATENT, COPYRIGHT OR TRADE SECRET (“IP INDEMNITY”).
WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR YOUR COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (a) THE ACCURACY OR RELIABILITY OF ANY THIRD PARTY CONTENT, OPINION, ADVICE OR STATEMENT MADE BY ANYONE OTHER THAN US, OR (b) ANY EVENT HOSTED, DONATION SOLICITED, THE RESULTS OF ANY SURVEY, OR ANY PRODUCT OR SERVICE PURCHASED OR OTHERWISE OBTAINED FROM ANY THIRD PARTY, INCLUDING OUR CUSTOMERS.
NO CLAIM MAY BE ASSERTED BY YOU AGAINST US MORE THAN 3 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SITE OR THE PRODUCTS SHALL BE FOR US TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SITE OR THE PRODUCTS.
TO THE EXTENT THE LAW PERMITS, YOU RELEASE US FROM ANY CLAIMS OR LIABILITY RELATED TO (a) ANY CONTENT POSTED ON YOUR SITE OR IN ANY MATERIALS YOU SEND USING THE SITE OR THE PRODUCTS, (b) ANY PROBLEMS THAT MAY ARISE FROM ANY REMOTE ACCESS TO YOUR COMPUTERS OR OTHER SYSTEMS YOU PROVIDE TO OUR PERSONNEL OR AGENTS FOR THE PURPOSE OF TROUBLESHOOTING ISSUES.
EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF SOCIOH, OR ANY IP INDEMNITY IN FAVOR OF YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SOCIOH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS AND MEMBERS OF OUR NETWORK, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "SOCIOH") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SOCIOH SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF SOCIOH TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE APPLICABLE PRODUCT IN THE 3 MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY SOCIOH TO YOU IN THAT 3 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 Socioh has set its prices and entered into this 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.
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 Site or the Products is (a) 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; (b) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (c) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (e) 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 Site or 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 Site or 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.
The Site and the Products include social media tools that may, among other things, allow you to manage access, post content and manage content on social network platforms (for example, LinkedIn®, Facebook®, Pinterest®, Tumblr®, Instagram®, Google®, Tiktok® and Twitter®/X®). These tools also allow you to use the Products to access and analyze information found on social media sites. You hereby grant us all required permissions to access such sites and provide this functionality.
The Site may contain links to websites that are controlled by third parties and access to certain third-party services (including our partners), which may include, without limitation, marketing and advertising services, social bookmarking services, social network platforms, publication and delivery services, Payment Processing Services and other payment intermediaries or websites and members of our Network (each, a "Third Party Service"). These links and services are provided to you as a convenience, and we are not affiliated with or responsible for the content, action or performance of any linked website or Third-Party Service and you use such websites or services at your own risk. Any Third Party Service accessed from the Site or the Products is independent from us and we have no control over, and assume no responsibility for, the content, privacy policy, terms of use and practices of such website or service. Any such Third Party Service may have terms of use and a privacy policy different than ours and you should review the applicable terms and policies, including privacy and data gathering practices before proceeding.
You agree to abide by the terms and conditions of any applicable Third Party Service (including LinkedIn®, Facebook®, Pinterest®, Tumblr®, Instagram®, Google®, Tiktok® and Twitter®/X®). 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 the Site or 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 Site or 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 order to use some features of the Site or the Products, you must have access to a valid email or social networking account. You are solely responsible for paying any third-party fees associated with such third-party networks. You further agree that the ability to use some features of the Site or the Products may be subject to subscriber terms of use, contracts, capacity charges and/or other expenses established and enforced by your ad network provider, internet service provider or other applicable service provider, all of which are your sole responsibility. You represent that use of the Product will not violate any rules, restrictions policies, or requirements of your email service provider, internet service provider or other applicable service provider.
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.
If you believe any materials accessible on or from the Site or the Products infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the Site or the Products by contacting our copyright agent (identified below) and providing the following information:
Our agent for copyright issues relating to the Site and the Products is as follows:
Compliance Manager The Orange App, Inc. Email: karan@socioh.com For all email submissions please include the subject line: DMCA Takedown Request.
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of Socioh account holders who are repeat infringers.
We may list open employment positions on the Site. Any such postings are for informational purposes only and are subject to change without notice. You should not construe any information on the Site or made available through the Site as an offer for employment, nor should you construe anything on the Site as a promotion or solicitation for employment not authorized by the laws and regulations of your location.
You are responsible for maintaining the security of your Socioh account, passwords and files (including the passwords and files that your Authorized Users, if any, have access to) and any Accounts. We will accept the instructions of any individual who claims to be authorized to direct changes to your Socioh account so long as such person presents the Account Owner 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 like Facebook or Google login, if any, through which you access the Site or 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 the activities of your Authorized Users, if any, 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 Socioh account or any other breach of security.
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 Site or 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 Site or the Products are controlled and operated by us from our offices within the United States and we make no representation that the Site or the Products are appropriate or available for use in other locations. Those who access the Site or 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 Site or the Products where prohibited by law.
For the purposes of European Directive 95/46/EC and applicable national implementing laws in your jurisdiction, and with respect to your subscribers’ or customers’ 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 data on your behalf in accordance with your instructions, as set out in this Agreement 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 data as set out in our Privacy Statement.
17.1. Full Force and Effect.
If any provision of this 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.
17.2. 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.
17.3. Assignment.
You may not assign any of your rights hereunder. We may assign all rights to any other individual or entity in our sole discretion. Notwithstanding the forgoing, you may assign this agreement by law as a part of a merger or consolidation, or as part of a purchase of substantially all of your stock or assets.
17.4. Further Assurances.
You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.
17.5. 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.
17.6. Titles.
The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
17.7. No Agency.
Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever.
17.8. Attorney Fees..
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
17.9. Governing Law and Legal Actions.
This Agreement shall be governed by the laws of the state of Oregon, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the state of Oregon, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the federal or state courts of Multnomah County, Oregon, USA.
17.10. 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 karan@socioh.com.
18.1. Definitions
a. "Data Protection Legislation" means European Directives 95/46/EC and 2002/58/EC, and any legislation and/or regulation implementing or made pursuant to them, or which amends or replaces any of them (including the General Data Protection Regulation, Regulation (EU) 2016/679
b. "Data Processor", "Data Subject", "Processor", "Processing", "Subprocessor", and "Supervisory Authority" shall be interpreted in accordance with applicable Data Protection Legislation;
c. "Personal Data" as used in this Addendum means information relating to an identifiable or identified Data Subject - that is either you or someone who visits or engages in transactions through your store (a "Customer"), which Socioh Processes as a Data Processor in the course of providing you with the Services and
d. All other capitalized terms in this Addendum shall have the same definition as in the Agreement.
18.2. Data Protection
18.2.1. Where a Data Subject is located in the European Economic Area, as part of providing the Services, this Personal Data may be transferred to other regions, including to India and the United States. Such transfers will be completed in compliance with relevant Data Protection Legislation.
18.2.2. When Socioh Processes Personal Data in the course of providing the Services, Socioh will:
18.2.3. In the course of providing the Services, you acknowledge and agree that Socioh may use Subprocessors to Process the Personal Data. Socioh’s use of any specific Subprocessor to process the Personal Data must be in compliance with Data Protection Legislation and must be governed by a contract between Socioh and Subprocessor.
18.3. Miscellaneous
18.3.1. In the event of any conflict or inconsistency between the provisions of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum, including limitations thereof, will be governed by the relevant provisions of the Agreement. You acknowledge and agree that Socioh may amend this Addendum from time to time by posting the relevant amended and restated Addendum on Socioh’s website, available at https://socioh.com/ termsofservice and such amendments to the Addendum are effective as of the date of posting. Your continued use of the Services after the amended Addendum is posted to Socioh’s website constitutes your agreement to, and acceptance of, the amended Addendum. If you do not agree to any changes to the Addendum, do not continue to use the Service.
18.3.2. Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.
18.3.3. This Agreement shall be governed by the laws of the state of Oregon, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the state of Oregon, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the federal or state courts of Multnomah County, Oregon, USA. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal or state courts of Multnomah County, Oregon, USA with respect to any dispute or claim arising out of or in connection with this Addendum.
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