Terms of Service
Effective Date: [Date Signed Up]
Customer Terms of Service Agreement (“Agreement”) governs access to and use of the Software and Services made available by SocialVenu, Inc., located at 4415 Piedmont Ave, Floor 1, Oakland, CA 94611 (“SocialVenu”), and [Company Name], located at [Company Address] (“Customer”)(each a “Party”, collectively “Parties”).
The Customer will pay SocialVenu the set-up fee of [Set-up Fee] and subscription fee of [Subscription Fee] plus Tax per [Month/Year] for a minimum of 12 months, in accordance with this Service Agreement (“Fees”).
SocialVenu provides a User Generated Video Content and Content Management software platform that is designed to assist customers in leveraging authentic videos to drive social commerce. Upon registration, Customers create and configure a WebApp and Dashboard on behalf of their business. The Customer will have the ability to access and use the SocialVenu software and services, subject to and in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 “Authorized User” means employees, consultants, contractors and agents of Customer who has been authorized in accordance with the terms of this Agreement to access and use the Services on behalf of Customer.
1.2 “Services” means SocialVenu’s web-based video platform made available to Customer under the terms of a Service Agreement, operation of SocialVenu hosted services, integration with Customer systems, if in Service Agreement, as well as any modifications, extensions, customizations, or other derivative works of theServices provided by SocialVenu to Customer.
1.3 “Service Agreement” means an agreement furnished by SocialVenu and accepted by Customer that references this Agreement and describes the Services to be procured by Customer from SocialVenu and specific terms and conditions applicable to such Services.
2.1 Services Subscription. Subject to Customer’s compliance with the terms of this Agreement, SocialVenu shall make the Services available toCustomer in accordance with an applicable Service Agreement, solely for use by Authorized Users for Customer’s internal business operations. SocialVenu may update the functionality, user interface, or documentation relating to theServices from time to time in accordance with this Agreement. Customer will not permit access to or use of the Services by anyone other than Authorized Users. Customer is responsible for all activities conducted under its Authorized User logins and for its Authorized Users’ compliance with this Agreement.
2.2 Restrictions. Customer agrees that SocialVenu or its licensors exclusively own all rights, title, and interests in and to the Services including all intellectual property rights therein. Any rights relating to theServices that are not expressly granted to Customer under this Agreement are reserved by SocialVenu. Customer shall not (and shall not permit any third party to): (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, disassemble, or decompile the Services; or (c) use the Services in a manner that is contrary to applicable law or that violates a third party’s privacy or intellectual property rights.
3.1 Fees and Payments. In consideration for SocialVenu providing the platform and web application, Customer will pay SocialVenu the set-up fee of [Set-up Fee] and subscription fee of [Subscription Fee] per [Month/Year]in accordance with this Service Agreement (“Fees”). Unless otherwise specified in a ServiceAgreement, Customer will pay the set-up fee upon executing this agreement and will pay the first month’s subscription fee on the 1st day of the following month. If the customer agrees to pay the subscription fee for the year, the customer will pay the annual fee on the 1st day of the following month . SocialVenu will charge Customers credit card monthly in advance for theFees due and payable for that period. All amounts not paid when due under thisAgreement will accrue interest daily at a rate of 1.5% per month or the highest rate permissible by law, whichever is lower, until the unpaid balance is paid in full.
3.2 Taxes. The Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes (collectively, “Taxes”).Customer is responsible for paying all Taxes, excluding only taxes based on SocialVenu’s net income. If SocialVenu has the legal obligation to pay or collect Taxes for which Customer is responsible under thisSection, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides SocialVenu with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.3 Change Orders. The cost of any changes to the Services requested by the client after SocialVenu has commenced performance of this Agreement shall be borne exclusively by the Customer.
4.1 Definition. “ConfidentialInformation” means: (i)information that is labeled as proprietary or confidential or, if disclosed orally, is identified as proprietary or confidential at the time of its disclosure and is summarized in a writing sent to the recipient within thirty(30) days of such disclosure; and (ii) any information that, due to its nature or the circumstances of disclosure, would reasonably be deemed confidential. The terms and conditions of this Agreement will be deemed the Confidential Information of both Parties.
4.2 Use and Nondisclosure. During the Term and for a period of three years thereafter, neither Party will use the other Party’s ConfidentialInformation for any purpose other than for the performance and enforcement of this Agreement, nor disclose such Confidential Information to any party other than those of its employees and contractors who need to know such ConfidentialInformation for performance and enforcement of this Agreement and who is bound by a written agreement that contains use and nondisclosure restrictions at least as protective as those set forth in this Agreement. Each Party will use the same efforts to protect the confidentiality of the other Party’s Confidential Information that it ordinarily uses to protect the confidentiality of its own confidential information of like importance, but in no event less than reasonable efforts. The foregoing obligations and restrictions will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party prior to the disclosure of such information from the disclosing Party; (iii) is independently developed by the receiving Party without use of the disclosingParty’s Confidential Information; or (iv) the receiving Party rightfully obtains from a third party who had the right to disclose such information without breach of any confidentiality obligation to the disclosing Party.Additionally, data collected by SocialVenu regarding the performance of theServices and/or aggregated data regarding usage of the Services by multiple customers, which do not identify Customer or any Authorized Users shall not be deemed Confidential Information hereunder, and SocialVenu shall have the right to reproduce, distribute and otherwise use such aggregated, anonymous data in connection with its business.
4.3 Permitted Disclosure. The foregoing provisions of this Section 4 will not restrict either Party from disclosing the otherParty’s Confidential Information or the terms and conditions of this Agreement: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest such order or requirement; or (ii) on a confidential basis to its legal or professional financial advisors or to present or future providers of venture capital and/or potential private investors in or acquirers of such Party.
4.4 Content and Data. SocialVenu covenant declare it will not sell content or data with any entity that may reasonably be considered a competitor of Customer. Nothing in this covenant prohibits SocialVenu from utilizing aggregated, anonymous data to improve the performance of the entire SocialVenu platform.
In an effort to create a greater Customer experience through data aggregation, analysis, search engine optimization (SEO), and other methods, content and data may be shared with but not limited to third-party tools such as GoogleAnalytics, YouTube, etc.
4.5. Notification.Each Party agrees to notify the other Party without undue delay and within the time frame required under applicable law if it knows or reasonably suspects that a data breach has taken place. Such notice will include all available details required under law for each Party to comply with its own notification obligations to regulatory authorities or individuals affected by the data breach.
5.1 Services. SocialVenu warrants to Customer that the Services will provide the functionality specified in SocialVenu’s then-current documentation for the Services. If theServices fail to conform to the foregoing warranty, as Customer’s sole remedy for such failure is that SocialVenu promptly will modify the Services to correct the nonconformity.
5.2 Disclaimers. Except as expressly provided in this section 5, SocialVenu disclaims all representations or warranties of any kind whatsoever, express or implied, in connection with this agreement and the services and equipment including any implied warranties of merchantability, fitness for a particular purpose and non-infringement, and any warranties arising from course of dealing or usage of trade. SocialVenu disclaims any warranty that the services will be error free or uninterrupted or that all errors will be corrected.
6. INDEMNIFICATION AND LIABILITY
6.1 Indemnification by SocialVenu. SocialVenu will defend any action or suit brought against Customer by a third party to the extent that it is based upon a claim that the Services, as provided by SocialVenu to Customer pursuant to thisAgreement, infringe any U.S. patent or any copyright or misappropriate any trade secret, and will indemnify and hold Customer harmless from and against any direct damages, costs and expenses (including reasonable attorneys’ fees) awarded against Customer or payable in settlement with respect to such claim; provided that Customer: (i) promptly notifies SocialVenu in writing of the claim;(ii) grants SocialVenu sole control of the defense and settlement of the claim; and (iii) provides SocialVenu, at SocialVenu’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The foregoing states SocialVenu’s sole liability and customer’s exclusive remedy for any claims of infringement or misappropriation of any third party intellectual property rights.
6.2 Rewards and Incentives. SocialVenu will have no liability or financial responsibility for fulfilling any rewards or incentives offered by the Customer. SocialVenu offers a system to assign and track incentive-based points for Customer use. These points have no actual or implied cash, monetary or other value and cannot be converted into any currency. They are tracked for Customer’s use or not, towards incentive rewards (collectively, the “Rewards”) or the usage of your choice. Rewards may include goods, services, and other benefits provided by theCustomer. Any and all Rewards are the sole responsibility of the Customer.
SocialVenu is in no way responsible or maintains liability for anything related to the acquisition, storage or distribution ofCustomer rewards.
All rights to any points stored within a Customer account will be forfeited upon the suspension or termination of access to the Service.
6.3 Exclusions. Notwithstanding the terms of Section 7.1, SocialVenu will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the Services with equipment, devices, software, or data not supplied by SocialVenu, if a claim would not have occurred but for such combination, operation, or use; (ii) Customer’s use of the Services other than in accordance with this Agreement; (iii) claims alleging images or video supplied by a Customer or other end user of the Services infringe upon a third party’s rights of any kind or are otherwise defamatory or offensive.
6.4 Limitation. In no event will either party be liable to the other party or to any third party for any special, incidental, punitive, exemplary or consequential damages, loss of use, profits, goodwill, revenue or data, or the cost of procuring substitute good or services arising out of or relating to this agreement or the provision of services or equipment hereunder. In no event will SocialVenu’s total liability to customer or to any third party in connection with this agreement or access to or use of the services, from all causes of action and under all theories of liability, exceed the total amounts paid by customer to SocialVenu under this agreement in the twelve months preceding the claim.
6.5 Digital MillenniumCopyright Act Safe Harbor. SocialVenu follows the safe harbor provisions of17 USC § 512, otherwise known as the Digital Millennium Copyright Act (DMCA) by employing a complying notice-and-takedown procedure. SocialVenu will respond to any written notification of alleged copyright infringements in accordance with the DMCA. SocialVenu’s website and end user terms and conditions instruct any third party who believes its copyrighted material is being infringed on SocialVenu’s website or other Services to contact SocialVenu immediately.SocialVenu shall then act expeditiously to take down any allegedly infringing materials where the notice substantially complies with the DMCA.
7. TERM AND TERMINATION
7.1 Term. This Agreement will commence upon Customer acceptance of the Service Agreement and will continue for a minimum of 12 months. Successive terms will auto renew upon the end of the minimum 12 month term unless the customer terminates the Service Agreement 30 days prior to the renewal date. Initial term and renewal terms are collectively the “Term”.
7.2 Termination for Cause. Either Party may terminate this Agreement for “Cause” (defined as a breach of a material term of this Agreement and the failure to cure such breach within 30days following written notice thereof from the non-breaching Party) upon written notice. If Customer terminates this Agreement without Cause, Customer shall remain responsible for the payment of all Fees (within 15-days) specified in the Service Agreement throughout the remainder of the Term, including interest, if applicable.
7.3 Effect of Termination. Upon any expiration or termination of this Agreement:(i) Customer’s and its Authorized Users’ right to access and use the Services will immediately terminate; and (ii) each Party will return and make no further use of any Confidential Information of the other Party. The rights and obligations of the Parties under Sections 3, 4, 6, 7, and 8 will survive any expiration or termination of this Agreement.
7.4 Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under thisAgreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, or a generalized lack of availability of raw materials or energy.
For the avoidance of doubt, the goal of this Force Majeure clause is to limit damages in the case where the reasonable expectations of the Parties and the performance of the contract have been frustrated by circumstances beyond eitherParty’s control. Force Majeure shall not include: (a) financial distress nor the inability of either party to make a profit or avoid a financial loss; (b)changes in market prices or conditions; or (c) a party's financial inability to perform its obligations hereunder.
8.1 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s written consent except in the event of a Change of Control. Any attempted assignment or transfer without such consent will be void. “Change of Control” means, with respect to a Party: (i) acquisition of the majority of voting stock of such Party or all or substantially all of its assets; or (ii) the merger of such Party with another entity. Subject to the foregoing, this Agreement will inure to the benefit of the successors and permitted assigns of the Parties.
8.2 Miscellaneous. ThisAgreement shall be governed by and construed in all respects in accordance with the laws of the state of California. All actions will be subject to the exclusive jurisdiction of the federal and state courts of the state of California. Any notice given to a Party under the Agreement shall be in writing and delivered personally or sent by overnight delivery service or commercial courier. A waiver of any right hereunder shall in no way waive any other rights. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. No waiver, alteration, modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties. This Agreement, including Service Agreement, constitutes the entire agreement regarding the subject matter hereof and supersedes all prior agreements, understandings and communications, oral and written, between the Parties regarding the subject matter hereof. This Agreement may be executed in counter parts, each of which shall be deemed to be an original, and all shall together constitute one instrument.
9. End of Terms
If there are any questions or concerns relating to these Terms, please write to firstname.lastname@example.org.