1. Welcome and Introduction
Effective Date: July 1, 2019
Welcome to Societi! Societi is an online application that allows its users to match their wits, knowledge, and skills against other users while viewing popular television programs (the “Services”). As the user you understand that any rewards you may receive are paid by advertisers and you consent to receive advertisements. The Services include all of Societi’s mobile applications, websites, and related players, widgets, tools, software, social features, personalized content, and other applications, as well as any other services and tools now known or later developed by Societi.
This Agreement also incorporates our Societi App Official Rules found in the main menu of the Societi app under ‘Rules’ (the “Rules”). The Rules are incorporated herein as if set forth in full. They contain important provisions related to payments you may receive and your conduct during the Challenges. You acknowledge that you have read and understood the Rules and agree to be bound by them. If you don’t agree with (or cannot comply with) the Rules, then you may not use the Services or participate in any contest.
If you wish to use the Services, you must be at least 18 years old or be at least 13 and have the consent of a parent or legal guardian. You must have the ability to legally enter into a contract, and you agree to keep the information you provide to us current at all times.
For purposes of clarity, the term “Services” includes all functionality made available through the Services, such as the games, challenges, and competitions we provide (“Challenges”) and any help desk system, connectivity API’s, and other related support services. Any new features which augment or enhance the current Services, including the release of new features or products, are also governed by this Agreement. Company reserves the right at any time to change or discontinue the Services with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any of the Services.
When you participate in any of the Challenges, you agree to any of the terms made applicable to those specific Challenges. If a Challenge includes a payment for the winner (“Rewards(s)”), you will be asked to provide us with the information we will need to make payment to you. Payment will be made on the terms and conditions set forth in this Agreement.
The App may make certain features available to subscribers that are not available to other users. Any such features are not intended to increase the changes of an entrant winning, either by improving the odds, allowing the entrant to play more often, or by any other means. In fact, the App has been designed specifically to prevent those results.
Additional features are made to subscribers solely for the purposes increasing the convenience and functionality of participation and for no other purpose. There is never any guarantee or warranty that you will win any rewards under this Agreement.
When you visit the Website or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
3. Received Materials
If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.
4. Changes to this Agreement
At certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or application or by e-mailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by notifying us via e-mail at firstname.lastname@example.org. Any other changes to this Agreement must be in writing signed by both parties.
Any changes to this Agreement at any time, including the addition of any subscription services by a user, will be effective only after the effective date of such changes. No changed terms or added services will apply to any winnings awarded prior to the effective date of the change. We may add or take away subscription features or services at any time in our sole discretion, and you will not be entitled to any compensation by reason of the change.
5. Services, Payment, and Term
Certain of our Services are offered without charge. For others, you are required to pay a subscription fee (“Fee”). The description of which Services are free and which Services require the payment of Fees is set forth in the order form describing the Services when you sign up (“Order Form”), and the Services and the Fees payable (including the term of any free trial period) may change from time to time with or without notice in our sole discretion. The Fees may be collected by a third-party service provider, such as Google or Apple, and you agree to processing by such parties on the terms they require. You may also cancel this Agreement upon the terms described by such parties, if their terms so provide.
When you sign up using a credit card or other payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.
Societi paid Services subscription will auto renew monthly at the rate of $3.99 (USD) unless a party notifies the other not less than 30 days prior to the end of the then-current term that it intends to terminate this Agreement.
When you are entitled to payment because you have won a Challenge, we will make the payment to you via the method you provide. Payment will be made within 30 days after you win the Challenge, but only if you have accrued at least $20.00 in Rewards. If the total of your Rewards does not exceed $20.00 in any one-year period (from the time you first win), you will forego and fully relinquish any and all rewards. You are required to keep your method of payment with us current. If your method of payment lapses or becomes unavailable to us for any reason beyond our control, our only obligation will be to notify you of the failure via the e-mail address you have provided. If you do not promptly contact us and give us current payment information you will forego and relinquish any and all rewards within the timeframe above mentioned.
7. License and Acceptable Use
Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services. You may not download any portion of the website or use of any Services other than for your own personal use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may denied in Company’s absolute discretion. Company’s logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Services, you may not, and must not attempt to do the following things:
- modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
- reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
- use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
- sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the Services;
- access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Services;
- access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
- cause, in Company’s sole discretion, inordinate burden on the Services or Company’s system resources or capacity; or
- share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
8. Third Party Applications
The Services may be integrated with third-party applications, websites, and services (“Third-Party Applications”) to make available content, products, and/or services to you. These Third- Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
9. User-Generated Content
In certain situations, you may post, upload, and/or contribute (“post”) content to the Service (which may include, for example, pictures, text, messages, information, playlist compilations, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other part of the Services.
You promise that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any personality, artist, band, entity or individual without express written consent from such individual or entity.
We may, but we have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You acknowledge and agree that in certain cases, your User Content will be seen by other users of the Services. For example, people you invite or who invite you may see your answers and how you rank in comparison to others. You may also be able to share videos and other materials with others. In each case, the materials you share is considered User Content, and you agree that other uses may see that User Content.
You are solely responsible for all User Content that you post. We are not responsible for User Content, nor do we endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
10. Your License to Us
In consideration for the rights granted to you under this Agreement, you grant us the right (1) to allow the Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed, provided to or otherwise made available by us (e.g. podcasts) may contain advertising as part of the Content. In such cases, we will make such Content available to you unmodified.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content.
You agree to participate in an interview or other method by which we seek to publish the winnings of our users, and to provide a testimonial to that end, which you agree we may publish and use without limit for as long as we wish, without any compensation to you.
11. Your Account
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services.
Company may provide links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites or resources. You may create a link to the Website so long as the link does not portray Company or its products or services in a false, misleading, derogatory, otherwise offensive manner. You may not use any of Company’s logos, trademarks, or other proprietary graphics as part of your link.
13. Third-Party Rights
You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of this Agreement and have the right to enforce this Agreement directly against you. Other than as set out in this section, this Agreement is not intended to grant rights to anyone except you and Company, and in no event shall the Agreement create any third-party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement are not subject to the consent of any other person.
If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Company only, not with Apple, and Apple is not responsible for the Services and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Services and/or your possession and use of the App infringe that third-party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Services. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
14. Copyright and Title
The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.
Company warrants that the Services and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.
16. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE AND/OR DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for your benefit only.
17. Limitation of Liability
IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE 12-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.
18. Service Limitations and Modifications
Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
19. Term and Termination; Survival
This Agreement will continue to apply to you until terminated by either you or Company. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will therefore continue after expiry or termination of any of this Agreement for any reason. We may terminate this Agreement or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services and/or Content, or non-compliance with this Agreement. You may terminate this Agreement at any time.
Any sections of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
20. Governing Law and Jurisdiction
The Services are operated by Company from its offices in Delaware in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in Kent County Delaware. You agree to and consent to jurisdiction and venue in the Kent County, Delaware Courts. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
21. Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
22. Entire Agreement
This Agreement is a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
24. Severability; Binding Effect
If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
25. Force Majeure
Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.
26. Defense and Indemnification
In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened third party claim arising out of or based upon your use of the Services, your failure to comply with any of the provisions of applicable law, and your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys’ fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
Company does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates this Agreement and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by contacting us at the address below. We reserve the right to delete or disable content alleged to violate this Agreement and to terminate repeat infringers. Our contact information for notice of alleged copyright infringement is:
28. GDPR Obligations for EU Users
Company complies with the provisions of the General
Data Protection Regulation (“GDPR”)
made effective in the EU on May 25, 2018 for our users from the EU. We are committed to protecting the security
of your personal information, and we take commercially reasonable technical and
organizational measures that are designed to that end.
If you are from the EU and wish to opt out of any disclosures of your information to third parties or to make corrections or modifications to your personal information, you may log into your account and make the changes necessary or contact us at email@example.com to request modifications. The use of your information can be limited, or the information can be corrected, deleted, or exported to you or a third party of your choice, except as required by law as indicated above. You also have the right object to our use of your Data in certain manners and for certain purposes, again within the restrictions of the GDPR.
For employees and other authorized users operating in their role as administrators or users of our Services, our lawful basis is the legitimate interest we have in providing the Services to you.
In turn, you, your employees, and your other authorized users (if any) agree to be bound by the provisions of the GDPR with respect to any personal data (“Data”) with which you come in contact using the Services, including without limitation the personal data belonging to individuals with whom you communicate or whose personal data you access using the Services. Specifically, you agree that you, your employees, or other authorized users will:
A. Never access, process, transfer, view, use, or store any Data of any third party without express authorization, and then only for purposes directly related to fulfilling your contractual obligations under your agreement with any third party (“Data Secrecy”);
B. Keep all Data strictly confidential and disclose Data only on a strict need-to-know basis to other employees or authorized users only as required for fulfilling an individual’s contractual obligations (“Confidentiality”); however, you agree that you shall not disclose or otherwise make accessible Data under any circumstances to anyone who has not been obliged to Data Secrecy and Confidentiality.
C. Ensure that your obligations of Data Secrecy and Confidentiality are observed forever, both during and after the expiration and/or termination of any agreement with us or any contractual relationship you may have with an employer or other party.
D. Upon our request to provide Company with satisfactory evidence that you have complied with your obligations of Data Secrecy and Confidentiality as set forth in this agreement.
The GDPR also requires us to take appropriate technical and organizational measures to protect the security of Data belonging to residents of Europe. We make commercially reasonable efforts to ensure the privacy and security of the Data of our European visitors and customers, and we are happy to give you a complete description of our most current efforts, if you will write us at firstname.lastname@example.org.