FREE SUBSCRIPTION TERMS OF SERVICE
Your use of the Involver services and applications is conditioned upon, subject to, and exclusively governed by these Subscription Terms of Service. By checking the “I have read and accepted the Terms of Service” box, you irrevocably accept these Subscription Terms of Service. If such acceptance is by an individual acting as a representative of a corporation or other legal entity which wishes to use Involver’s services, then such individual represents and agrees that he or she has the authority to accept these Subscription Terms of Service on behalf of such corporation or other legal entity and that all provisions of these Subscription Terms of Service will bind that corporation or other legal entity. These Subscription Terms of Service constitute the legal agreement between you and Involver (“Agreement”).
1. DEFINITION
1.1 “Creative Assets” means all text, graphics, audio, video, computer code, hypertext links, URLs and data, in any format, provided by you for display on or through or integration into the Services.
1.2 “Involver Application” means an application made available by Involver , which interoperates with the Involver Platform.
1.3 “Involver Platform” means Involver’s hosted social media marketing services and related websites, online services and application programming interfaces.
1.4 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
1.5 “Services” means the Involver Platform and those Involver Applications which you install.
1.6 “Third-Party Application” means an application made available by a party other than Involver which interoperates with or is available through the Involver Platform and/or Involver Applications.
1.7 “Your Data” means all data submitted by you to Involver on or through the Services.
2. USE OF THE SERVICES
2.1 You hereby grant to Involver a non-exclusive, transferable, sublicensable, world-wide, royalty-free license to reproduce, create derivative works from, distribute, perform, display and otherwise use the Creative Assets and Your Data for providing the Services.
2.2 Involver hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited license to make use of the then-current versions of the Services pursuant to this Agreement. Involver reserves all rights to the Services that are not expressly granted in the Agreement. The Services are licensed hereby, not sold.
2.3 You will: (a) be solely responsible for the accuracy, quality, integrity and legality of Creative Assets and Your Data and of the means by which you acquired Creative Assets and Your Data; and (b) prevent unauthorized access to or use of the Services and notify Involver promptly of any such unauthorized access or use.
2.4 You will not at any time: (a) make the Services available to anyone other than employees, consultants, contractors, agents, affiliates and third parties with which you have a business relationship; (b) sell, resell, rent or lease the Services; (c) use the Services to send spam or otherwise duplicative or unsolicited messages; (d) use the Services to store, upload, transmit or otherwise make available: (i) material that is infringing, libelous, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) material harmful to children or in violation of any third party’s rights; (iii) Malicious Code; (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (f) attempt to gain unauthorized access to: (i) the Services or Involver’s related systems or networks; (ii) other user’s accounts; or (iii) components, features or services of the Involver Platform that you have not licensed; (g) create derivative works based upon the Services; (h) copy, frame or mirror any part or content of the Services; (i) reverse engineer the Services; or (j) access the Services in order to build a competitive product or service or copy any features, functions or graphics of the Services.
2.5 For so long as this Agreement is in effect, you agree not to make use of any Facebook Fan Page application provider other than Involver.
2.6 You hereby grant to Involver a non-exclusive, transferable, sublicensable, world-wide, royalty-free, limited license to reproduce, create derivative works from, distribute, perform, display and otherwise use Creative Assets and Your Data for providing the Services.
2.7 You hereby grant to Involver a non-exclusive, transferable, sublicensable, world-wide, perpetual, royalty-free, irrevocable license to reproduce, create derivative works from, distribute, perform, display and otherwise use (including, but not limited to, incorporating into the Services) and without any confidentiality obligation in any manner, any suggestions, enhancement requests, recommendations or other feedback that you may provide.
2.8 You hereby agree to be a reference client for Involver, and consent to the use of your name in a press release.
2.9 Involver will have the right (but not the obligation), to review and monitor all use of the Involver Platform to ensure compliance with all of the terms of the Agreement, and all applicable laws, statutes and regulations. You acknowledge that Involver may modify or suspend your access to the Services if necessary to comply with applicable laws, statutes or regulations.
3. PURCHASE ORDER AND TAXES
3.1 If you require a purchase order to be issued in connection with your use of the Services, you agree that no terms or conditions stated in such purchase order will be incorporated into, form any part of, add to or amend or modify the Agreement and all such terms or conditions will be null and void.
3.2 You are responsible for paying any taxes associated with the goods and services made available to you by Involver, other than taxes assessable against Involver based on its income, property and employees. If Involver incurs a legal obligation to pay or collect taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you, unless you provide Involver with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. TERMINATION
4.1 The Agreement will commence upon your acceptance of these Subscription Terms of Service and remain in effect until terminated.
4.2 A party may terminate the Agreement; (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (c) upon five (5) days written notice for convenience.
4.3 Sections 2.7 and Sections 6 – 10 will survive any non-renewal or termination of the Agreement.
5. THIRD-PARTY PROVIDERS
5.1 Any acquisition by you of Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between you and any third-party provider, is a transaction solely between you and the applicable third-party provider and Involver is not a party to, third party beneficiary of, or a guarantor of such transactions. Involver does not: (a) warrant, endorse or support third-party products or services, whether or not they are designated by Involver as “certified” or otherwise; and (b) control the quality or availability of goods and services accessed through the Services. No license or purchase of third-party products or services is required to use the Services.
5.2 If you install or enable Third-Party Applications for use with the Services, you acknowledge that Involver may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. Involver will not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers.
5.3 Features of the Services that interoperate with third parties such as Facebook, YouTube and Twitter (each, a “Third Party Service”) depend on the continuing availability of such third parties’ respective APIs and programs for use with the Services. If any such third party ceases to make their respective API or programs available on reasonable terms for the Services, as determined by Involver in its sole discretion, such cessation shall be deemed a form of force majeure, and Involver may cease providing such Third Party Service features.
6. CONFIDENTIALITY
6.1 As used herein, “Confidential Information” means all confidential information disclosed by Involver whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information will include the Services, the terms and conditions of the Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Involver.
6.2 You agree that you will: (a) use the same degree of care that you use to protect the confidentiality of your own confidential information of like kind (but in no event less than reasonable care); (b) not disclose or use any Confidential Information for any purpose outside the scope of the Agreement; and (c) limit access to the Confidential Information to those of your employees, contractors and agents who need such access for purposes consistent with the Agreement and who have signed confidentiality agreements with you containing protections no less stringent than those herein.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
7.1 You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform your obligations under the Agreement; (b) the execution, delivery and performance of the Agreement does not conflict with any other agreement to which you are a party or by which you are bound: and (c) the provision of the Creative Assets and Your Data, and your use of the Services does not and will not violate any applicable statute, regulation, or law (including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, credit or financial reporting laws and regulations), or infringe or misappropriate any intellectual property right or other legal right of any third party.
7.2 THE SERVICES, THE INVOLVER PLATFORM AND ALL RELATED INFORMATION, TECHNOLOGY AND SERVICES PROVIDED BY OR ON BEHALF OF INVOLVER ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, WHATSOEVER. INVOLVER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF INVOLVER IS ADVISED OF THE PURPOSE), ACCURACY AND/OR NON-INFRINGEMENT. IN ADDITION, INVOLVER DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, AND THEREFORE MAKES NO REPRESENTATION OR WARRANTY THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, THAT THE SERVICES WILL MEET YOUR NEEDS, OR THAT DATA WILL NOT BE LOST.
8. INDEMNIFICATION
You agree to indemnify, defend and otherwise hold harmless Involver, its officers, directors, employees, agents and subsidiaries from and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation reasonable attorney’s fees) and expenses relating to, or arising or resulting from, your breach or alleged breach of the Agreement or any of your representations and warranties. Involver has the right to have its own counsel in attendance at all proceedings and substantive negotiations relating to any claim for which it seeks indemnification.
9. LIMITATION OF LIABILITY
INVOLVER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INVOLVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THE AGREEMENT. IN NO EVENT WILL INVOLVER’S TOTAL CUMULATIVE DAMAGES AND/OR LIABILITY UNDER THIS AGREEMENT EXCEED FIFTY DOLLARS ($50.00).
10. GENERAL
10.1 The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. The Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in Delaware. If you are outside of the United States, you agree that rights and obligations of the parties under the Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
10.2 The exclusive jurisdiction and venue for any action arising out of or relating to the Agreement will be a federal or state court in the City and County of San Francisco, California, and you hereby consent to such jurisdiction and venue. You hereby waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.
10.3 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the Agreement will remain in full force and effect.
10.4 Failure by Involver enforce any term of the Agreement shall not be deemed a waiver of future enforcement of that or any other term in the Agreement or any other agreement that may be in place between the parties. The section titles and numbering of the Agreement are displayed for convenience and have no legal effect.
10.5 You may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Involver. Involver may assign the Agreement without your consent. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.6 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
10.7 Involver will not be liable for any failure or delay in its performance under the Agreement due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, terrorism, failure of suppliers and governmental action, which are beyond its reasonable control.
10.8 You acknowledge that Involver may compile data and usage information about your use of the Services that has been stripped of all personally identifiable information and may use, (both during and after the Term), such aggregated data to determine and report usage patterns, improve the Services and for other purposes.
10.9 The Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. The Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.