Socialbud LLC Terms of Use
Last Updated: [Date of Deployment]
Welcome to the Socialbud experience! These Terms of Use (“Terms”) are entered into by and between you (“Customer”, “you”, or “your”) and Socialbud, LLC (“Socialbud”, “we”, “us”, or “our”), and govern your access to and use of the services, content, functionalities, and features available through our websites (“Site(s)”) and mobile applications (“Mobile App”) (collectively, the “Services”). “Services” also includes AI Services, Third Party Services, and Services Content.
Please read these Terms carefully before using the Services. By using the Services you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, you must not access or use the Services. These Services are offered and available to individuals who are 16 years of age or older, or entities, and are otherwise authorized to use Social Media Platforms. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Socialbud and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services. In the event of a violation of these Terms, we reserve the right to seek all remedies available by law and in equity. For avoidance of doubt, nothing herein shall be construed to restrict Socialbud’s right to amend these Terms.
IMPORTANT LEGAL INFORMATION: PLEASE READ THESE ENTIRE TERMS OF USE CAREFULLY. THEY SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICES. THESE TERMS CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION AND ARBITRATION AGREEMENT WITH A CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. THE ARBITRATION AGREEMENT REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATION OR SMALL CLAIMS COURT PROCEEDINGS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN A COURT PROCEEDING. PLEASE REVIEW THOSE SECTIONS CAREFULLY.
Definitions
“AI Services” means any and all machine learning, deep learning, and other artificial intelligence (“AI”) technologies, including statistical learning algorithms, models (including large language models), neural networks, generative AI (“GenAI”), and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts or information. “AI Services” may be provided by Third-Party Service Providers or developed by Socialbud.
“Account” means the Socialbud account created by a Customer when he or she registers for and pays for the Services.
“Customer Content” means, each in their original form and unmodified by the Services, data, including all personally identifiable data, materials, text, prompts, information, works, creative content, including photos, videos, captions, and images, and any other contributions submitted by a Customer via the Services.
“Customer Input” means Customer Content used in a Request.
“Fees” means the applicable fees for the Services, as agreed to by the Customer upon registering for an Account.
“Output” means information, data, materials, text, images, code, works, such as, but not limited to, posts, images, photos, videos, audio and captions, generated by the Services, including the AI Services.
“Post Customizations” means modifications, enhancements, refinements, adaptations, customizations, or derivative works of the Output created or developed by a Customer or Socialbud.
“Published Posts” means any Output, with or without Post Customizations, uploaded to a Social Media Platform by Customer.
“Prohibited Content” means Customer Content which Socialbud may remove, censor, delete, or restrict access to via the Services, as determined by Socialbud in our sole discretion as further described in the Acceptable Use Guidelines herein.
“Request” means a request by a Customer to create Output via the Services.
“Services Content” means the content provided by Socialbud, which may include Third-Party Service Providers’ content, for use by Customers in accordance with these Terms.
“Social Media Account” means a Customer or Customer’s client’s Social Media Platform account linked with Services by the Customer.
“Social Media Platform” means any social media platform, including Instagram, Facebook, X (formerly known as, Twitter), LinkedIn, or others.
“Socialbud IP” means the Services, Services Content, Output, Post Customizations, any related documentation, and all intellectual property, including but not limited to the source code, design, algorithms, documentation, and any other related materials, provided to Customer in connection with the foregoing, and any licenses permitting Socialbud to access or use Third-Party Services. For the avoidance of doubt, “Socialbud IP” does not include Customer Content. “Socialbud IP” includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.
“Subscription Term” shall mean the billing period for the paid Services.
“Third-Party Service Providers” shall mean any third party that provides Third Party Services.
“Third-Party Services” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services.
Privacy Policy
Providing Services requires collecting and using Customer Content and other information necessary to facilitate the Services and is further described in the Socialbud Privacy Policy.
Licenses; Proprietary Rights
License Grant. Subject to and conditioned on payment of Fees and compliance with these Terms, including the Acceptable Use Guidelines set forth in Section 9, Socialbud hereby grants Customer a non-exclusive, non-transferable, revocable license to access and use the Services solely for the Customer’s business purposes of creating, generating, scheduling, posting, editing, and otherwise managing Social Media Platform posts for Customer or for Customer’s clients. Customer agrees not to use the Services for any unlawful or prohibited activities.
Reservation of Rights. Socialbud reserves all rights not expressly granted to Customer in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Socialbud IP or Third-Party Services.
Socialbud IP. Customer acknowledges that, as between Customer and Socialbud, Socialbud owns all right, title, and interest, including all intellectual property rights, in and to the Socialbud IP. Socialbud hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Socialbud IP solely to the extent incorporated into and necessary for you to use and otherwise exploit the Output for your business purposes in accordance with these Terms. For clarity, any modifications, enhancements, or derivative works created by Socialbud or Customers related to the Services shall be owned exclusively by Socialbud.
Customer Content. As between Socialbud and you, you retain all right, title, and interest, including all intellectual property rights, in and to the Customer Content, except as set forth in Section 3(iii) with respect to Socialbud IP and Third-Party Services incorporated into Output and subject to the license granted herein. Customer hereby grants Socialbud a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to (i) reproduce, distribute, and otherwise use and display the Customer Content as may be necessary for Socialbud to provide the Services to Customer and (ii) use, modify, and adapt Customer Content to train, develop, adapt, modify, enhance, or improve the Services and other products or services, including those of Third-Party Service Providers and AI Services. Notwithstanding anything in these Terms to the contrary, unless prohibited by applicable law, we may delete Customer Content at any time if we determine that Customer Content violates these Terms or that deletion is necessary to comply with applicable law.
Published Posts. Notwithstanding this Section 3 and to the extent Socialbud is permitted, Socialbud assigns all of Socialbud’s right, title, and interest in copyrights in and to the Published Posts to Customer solely for Customer, on behalf of itself or its clients, to reproduce, perform publicly, display, transmit, distribute, and create derivative works based on the Published Posts. Customer hereby grants to Socialbud a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license in and to the Published Posts to reproduce, perform publicly, display, transmit, distribute, and create derivative works based on the Published Posts for purposes otherwise in accordance with these Terms.
Feedback. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto other than, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.
Services
Account and Access. Each Customer must create an Account via the Site and pay the applicable Fees to access and use the Services. Accounts cannot be created on the Mobile App. A full description of the Services is detailed on www.socialbud.com. Customers may only modify the Services they receive, such as changing the applicable subscription, through the Site. Services cannot be modified via the Mobile App. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of these Terms. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.
Third-Party Services. The Services may permit access to Third-Party Services. For purposes of these Terms, these Third-Party Services are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. We may add or remove Third-Party Services from time to time. If you do not agree to abide by the applicable terms for any Third-Party Services, then you should not install, access, or use these Third-Party Services or any Services that include or incorporate these Third-Party Services.
Customer Content. You are solely responsible for any and all Customer Content. You: (a) are solely liable for the accuracy, non-infringement, and legality of all Customer Content; (b) shall ensure that your Account credentials and passwords for the Services are kept strictly confidential and not shared with any unauthorized person; and (c) shall use the Services in compliance with these Terms, and all applicable laws and governmental regulations. By submitting Customer Content to Socialbud, you represent and warrant that you have all necessary rights, licenses, and permissions to grant Socialbud the right to use, reproduce, modify, distribute, and display the Customer Content as set forth in these Terms. You further warrant that the use of the Customer Content by Socialbud as authorized in this Section will not infringe upon or violate the rights of any third party, including intellectual property rights, privacy rights, or any other proprietary rights of any third party.
Authentication. Authentication of your Social Media Account by the applicable Social Media Platforms may be required. Social Media Platforms may limit the types of Social Media Accounts that can schedule posts (e.g., creator accounts or business accounts). You represent and warrant that (i) your Social Media Accounts you link to the Services are owned and controlled by you, or you have been granted a valid license to access and use the Services on behalf of a third party (e.g., your client) who owns and controls the Social Media Account, and (ii) such Social Media Accounts are maintained in compliance with any applicable Social Media Platform terms of use, and applicable laws and regulations.
Input. The Services require a minimum amount of information to provide an Output (“Minimum Input”). To the extent the Minimum Input is not met by the Customer Input you select or provide, Customer may utilize, or Socialbud may automatically select, the content available via the Services to achieve the Minimum Input.
Output. Services generate multiple Outputs for Customers to choose from. You are solely responsible for (i) evaluating (including by human review) the Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on the Output and (ii) your decisions, actions, and omissions in reliance or based on the Output. Outputs created through the Services may differ based on the Social Media Platform.
Service Monitoring. Socialbud reserves the right to monitor, review, filter, block, or remove Prohibited Content from the Services; however, Socialbud is under no obligation to perform such monitoring.
Beta Services. From time to time, Socialbud may invite or allow Customer to try services which are in development and which are expressly identified as “Beta Services” (“Beta Services”). Customer may choose to use any such Beta Services in its sole discretion. CUSTOMER ACKNOWLEDGES AND AGREES THAT SUCH BETA SERVICES MAY NOT OPERATE AS EXPECTED AND CUSTOMER ACCEPTS FULL RESPONSIBILITY AND LIABILITY FOR USE OF SUCH BETA SERVICES, AND ANY LOSSES THAT ARISE THEREFROM.
Interactions with the Chatbot. Our chatbot is facilitated by AI Services, including GenAI. When you interact or communicate with us through our chatbot, you may also be interacting and communicating with or through our Third-Party Service Providers. You understand and agree that automated responses from the chatbot are informational only and could contain errors. We and/or our Third-Party Service Providers may develop, train, use and improve AI Services (including those provided by our Third-Party Service Providers) with Customer Content for our and their business purposes, such as to improve our Services, analyze Customer experiences and activities with Socialbud, to improve the efficiency, quality, and speed of our business operations, and to support communications with current and prospective Customers. Visit our Privacy Policy to learn more about our information practices.
Support. Customer support options are available by clicking here.
Fees, Payment, and Term
Fees. You must pay all Fees for the Services you purchase upon registering for an Account, except for any Services that we may expressly offer free of charge, such as Beta Services. You are responsible for paying all taxes on all Fees that you pay to Socialbud. Local taxes may differ based on your payment method.
Term. Your access to the Services is effective from the date you create an Account through the end of the Subscription Term, or as otherwise terminated by you or Socialbud as set forth in this Section 5. Services will renew automatically for an additional Subscription Term at the end of the initial Subscription Term, and we will automatically bill you on renewal unless you cancel or downgrade your Services. You may cancel or downgrade your Services at any time but you will still be responsible for paying the Fees for the full Subscription Term.
We may refuse to provide Services to anyone for any reason at any time. We may also immediately terminate your access to the Services for any reason, at any time, without notifying you in advance. If we terminate your use of the Services because you violated these Terms, you will not receive a refund. If we terminate your access to the Services under this section for other reasons or no reason, we will refund you for the Services you have not yet received.
Surviving Provisions. Sections 1, 5, 6, 7, 8, and 9 shall survive the termination or expiration of these Terms.
Confidentiality
As used herein, “Confidential Information” means all non-public confidential and proprietary information of a party (“Disclosing Party”), disclosed to the other party, (“Receiving Party. This may include information related to the Services, Beta Services, Customer account or login credentials, business and marketing plans, technology and technical information, product designs, and business processes. Both Socialbud and you must keep Confidential Information confidential and use reasonable security measures to prevent unauthorized disclosure of or access to such Confidential Information.
Confidential Information (except for Published Posts) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
Indemnification
Indemnification by Socialbud. Subject to this Section 7, Socialbud shall defend, indemnify and hold Customer harmless from any damages (including reasonable attorney' fees and costs), finally awarded judgements or for amounts paid by Customer under a settlement approved by Socialbud in writing, arising from any claims, demands, suits or proceedings made or brought by a third party (“Claim(s)”) against Customer alleging (a) gross negligence or willful misconduct by Socialbud, or (b) the Services infringe upon any third party’s intellectual property rights. Socialbud shall have no obligation to indemnify or defend Customer to the extent any Claim arises from Customer’s use of any Third-Party Service Providers, or Customer’s use of the Services in breach of these Terms.
Indemnification by Customer. Subject to this Section 7, Customer shall defend, indemnify and hold Socialbud harmless from any damages (including reasonable attorney' fees and costs), finally awarded judgments or for amounts paid by Socialbud under a settlement approved by Customer in writing, arising from any Claims against Socialbud (a) alleging violation of applicable law arising from Customer’s use of the Services; (b) arising from the use of the Services in breach of these Terms; (c) alleging that Customer Content infringes upon any third party intellectual property rights, violates any applicable laws, or causes harm to any third party; (c) a breach by Customer of its confidentiality obligations under Section 7 hereof; (d) gross negligence or willful misconduct by Customer; (e) a breach of any applicable Third-Party Service Providers terms of use agreed to by you arising from Customer’s use of such Third-Party Service Providers services in connection with the Services; or (f) Customer’s violation of any Social Media Platform terms of use or acceptable use policy.
Indemnification Procedure. In the event of a Claim that may require indemnification, the indemnified party must promptly provide written notice to the indemnifying party upon becoming aware of the claim, including all relevant details and documentation related to the claim. Upon receipt of the notice, the indemnifying party will have the right to assume control of the defense and settlement of the claim, provided that they act in good faith and with reasonable diligence. The indemnified party agrees to cooperate fully with the indemnifying party in the defense of the claim and may participate in the defense at their own expense. Any settlement of the claim that requires the indemnified party to take or refrain from taking any action, or to incur any expense, must be approved in writing by the indemnified party.
Disclaimer of Warranties and Limitation of Liability
Disclaimer of Warranties. DUE TO THE NATURE OF GENERATING CUSTOMER OUTPUTS THROUGH OUR AI SERVICES, THERE MAY BE SIMILARITIES BETWEEN YOUR OUTPUT AND THE OUTPUT OF OTHERS USING THE SERVICES. THIS MAY BE CAUSED BY THE AI SERVICE'S RELIANCE ON PATTERNS OF DATA WHICH INADVERTENTLY LEADS TO THE GENERATION OF SUCH SIMILAR OUTPUT. AS SUCH, IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, AND APPROPRIATENESS OF THE OUTPUTS PRIOR TO POSTING SUCH OUTPUTS ON ANY SOCIAL MEDIA PLATFORM. SOCIALBUD DOES NOT REPRESENT, GUARANTEE, OR WARRANT THAT OUTPUTS WILL BE ORIGINAL, UNIQUE, OR MATERIALLY DIFFERENT FROM THE OUTPUT OF SOCIALBUD’S OTHER CUSTOMERS. SOCIALBUD DOES NOT ACCEPT ANY LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM YOUR USE OF THE OUTPUTS OR ANY OMISSIONS OR ERRORS CONTAINED IN THE OUTPUTS. USE OF OUTPUTS IS AT YOUR OWN RISK. WE OFFER THE SERVICES AND OUTUT “AS IS” AND ARE NOT MAKING ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON-INFRINGEMENT, THAT THE SERVICES OR OUTPUT WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. USE OF THE SERVICES AND POUTPUT IS AT YOUR OWN RISK. YOU HEREBY RELEASE SOCIALBUD AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND THIRD-PARTY SERVICE PROVIDERS FROM ANY CLAIMS, KNOWN OR UNKNOWN, YOU HAVE AGAINST THEM.
Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SOCIALBUD’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN RESPECT OF THE TWELVE-MONTH TERM IN WHICH THE INCIDENT GIVING RISE TO LIABILITY OCCURRED, PROVIDED THAT IN NO EVENT SOCIALBUD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER.
Exclusion of Indirect Damages. IN NO EVENT SHALL SOCIALBUD HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT SOCIALBUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Acceptable Use Guidelines
The Services are intended to be used only by Customers and for its designed and permitted purposes. Any use that deviates from the intended Services purpose, including but not limited to misuse, abuse, or activities that violate applicable laws, regulations, or these Terms, is strictly prohibited. By using the Services, you agree to comply with these Terms and ensure your use aligns with the intended purpose. Failure to comply with these Terms may result in suspension or termination of access to the Services.
For the avoidance of doubt, you agree not to, in connection with the Services, do any of the following:
Use any materials which are sexually explicit, inappropriate, indecent, harmful, discriminatory, or obscene; violent or derogatory of any ethnic, racial, gender, religious, professional or age group or treat any individual, organization or group with disrespect; profane or pornographic; contains nudity or is otherwise offensive;
Provide any Customer Content or make any Social Media Platform Posts via the Services that defame, misrepresent, or contains disparaging or defamatory remarks about other people or companies;
Use trademarks, logos, or trade dress owned by third parties without proper authorization;
Use copyright-protected materials owned by others who have not granted Customer permissions to use such materials (such as photographs, sculptures, paintings, and other works of art or images published on or in websites, television, movies or other media);
Use materials embodying the names, likenesses, voices, or other indicia identifying celebrities or other public figures, living or dead, or images of individuals who have not granted Customer permissions to use such materials;
Violate any law;
Reverse engineer, decompile or disassemble any Service or otherwise attempt to determine the source code or trade secrets of any Service;
Upload, store, or transmit any viruses, malware, or other harmful code into the Socialbud infrastructure;
Attempt to gain unauthorized access to our Socialbud systems, or data to which the Customer has not paid for;
Attempt to tamper with, disable, or reverse-engineer the Services; or
Use the Services in connection with a Third-Party Service Provider’s service in violation of any applicable terms of use of such Third-Party Service Provider.
DMCA Notice
We expect Customers to respect copyright law. In appropriate circumstances we may terminate your access to the Services if you repeatedly infringe or if we, in our sole discretion, reasonably believes that you are repeatedly infringing the rights of copyright holders. We also may, in our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.
To comply with the Digital Millennium Copyright Act (contained within Title 17, U.S. Code) (the “DMCA”), Socialbud has adopted and implemented a policy that provides for the prompt removal of Customer Content that allegedly infringes others’ intellectual property rights. If you believe that your work has been used via the Services in any manner that constitutes copyright infringement, please notify Socialbud’s copyright agent by written notice. The notice should include the following information:
An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
Identification of the location of the allegedly infringing Customer Content, or the link or reference to another website that contains such Customer Content;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the use of the Customer Content at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the Customer Content allegedly infringed or authorized to act on the copyright owner’s behalf.
Socialbud’s copyright agent for notice of claims of copyright infringement on the App Services is:
Socialbud, LLC
Email: [CONTACT EMAIL]
[SOCIALBUD ADDRESS]
[SOCIALBUD PHONE #]
If you receive a notification from Socialbud that your Customer Content has been the subject of a notification of claimed infringement, then you will have the right to provide Socialbud a “Counter Notification.” A Counter Notification must be written, provided to our Designated Agent via a method identified above, and include substantially the following information:
A physical or electronic signature of the user;
Identification of the Customer Content that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the user has a good faith belief that the Customer Content was removed or disabled as a result of mistake or misidentification of the Customer Content to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if outside the United States, for any judicial district in which Socialbud may be found, and that you will accept service of process from the person who provided notification above or an agent of such person.
A party submitting a notice of claimed infringement or a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm your obligations under the Copyright Act.
Under the DCMA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages. Socialbud reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
General Provisions
Entire Agreement. These Terms constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof.
Relationship. Neither party is an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties is that of independent contractors. Neither party has any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Governing Law. You agree that these Terms are governed by and will be construed in all respects under the laws of [STATE], exclusive of its choice of law or conflicts of law provisions. To the extent the arbitration agreement set forth in Section 11(v) is held unenforceable by a court of competent jurisdiction, you and Socialbud agree that iIn any claim or action directly or indirectly arising under these Terms or related to the Services or Site, Customer irrevocably agrees to submit to the exclusive personal jurisdiction of the state or federal courts located in or serving [COUNTY], [STATE]. You waive any jurisdictional, venue, or inconvenient forum objections to such court.
Arbitration and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU AND SOCIALBUD AGREE THAT THESE TERMS AFFECT INTERSTATE COMMERCE AND THAT THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE ARBITRATION PROVISIONS. This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before your agreement to these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with Socialbud as follows:
Admissibility of Terms. Socialbud’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Socialbud. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Initial Dispute Resolution. Except for intellectual property and small claims court claims, the party pursuing the dispute or claim must first give the other party an opportunity to resolve the dispute or claim by sending an individual, written description of the claim that describes in detail the individual damages that the party claims to have suffered (the “Notice of Claim”). You must send your Notice of Claim to Socialbud at [Insert Contact Email] and:
[INSERT MAILING ADDRESS FOR DISPUTES]
Upon receipt of the Notice of Claim, the receiving party shall engage with the notifying party, and both parties agree to use their best efforts to settle any such dispute, claim, question, or disagreement directly through consultation with the other party, and in good faith for a period of at least sixty (60) days (the “Good Faith Negotiations”).
Such Notice of Claim and Good Faith Negotiations shall be conditions precedent to either party initiating a lawsuit or arbitration. The parties agree that any dispute as to whether these conditions precedent have been satisfied will be decided in court and not by the arbitrator.
Binding Arbitration. If the parties do not reach an agreed-upon solution after at least sixty (60) days from the time the Good Faith Negotiations are initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve such claims, subject to the terms set forth herein. Specifically, all claims arising out of or relating to these Terms or the Privacy Policy, the parties' relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with (i) the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000; (ii) the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000; and (iii) the JAMS Mass Arbitration Procedures and Guidelines that (for (i), (ii) and (iii)) are in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The applicable JAMS rules can be found at https://www.jamsadr.com/. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, or enforceability of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity on an individual basis. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. YOU AND SOCIALBUD UNDERSTAND THAT, ABSENT THIS MANDATORY ARBITRATION PROVISION, EACH PARTY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. YOU AND SOCIALBUD FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
Arbitration Procedure. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the applicable JAMS Resolution Center, which can be found at http://www.jamsadr.com/locations; and (c) send one copy of the Demand for Arbitration to Socialbud at the contact information listed above.
Arbitration Fees. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Socialbud will pay the additional cost. If the arbitrator finds the arbitration filed by you to be non-frivolous, Socialbud will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. Notwithstanding the foregoing, if the arbitrator decides that any claim asserted in the arbitration demand is frivolous, the arbitrator may award the defending party any attorney’s fees and any filing, administration, and arbitrator fees incurred.
Forum Selection. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in [STATE] and you and Socialbud agree to submit to the personal jurisdiction of any federal or state court in such states in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver. The parties further agree that the arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND SOCIALBUD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration agreement and class action waiver will not apply to that claim, but they will still apply to any and all other claims that the parties may assert in that or any other action. If any provision of this Section is found unenforceable, the other parts of it shall continue to apply.
Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
30-Day Right to Opt-Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to [Insert the Socialbud legal contact] with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Socialbud also will not be bound by them.
Changes to This Section. We will provide notice of any changes to this section by posting them on this page. Amendments will become effective thirty (30) days after such notice is provided, and the corresponding changes to this section will apply only to claims arising after such amendments because effective. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver”, and the court or arbitrator shall apply the remaining “Arbitration and Class Action Waiver” sections under these Terms then in effect immediately after you began using the Services.
Survival: This “Dispute Resolution” section shall survive any termination of your access or use of the Services.
Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by certified mail, return receipt requested, or by email with confirmation of receipt, to the addresses specified by the parties.
No Waiver. Except as expressly set forth in these Terms: (i) no failure or delay by you or Socialbud in exercising any of rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
Assignment. Socialbud may assign its rights and obligations under these Terms and any other Terms, in whole or in part, to any party at any time without any notice. These Terms and any other Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Socialbud.
Force Majeure. Except for payment of fees by Customer, neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, labor disputes, governmental actions, pandemics, epidemics, or interruptions in power or telecommunications services. In the event of a force majeure occurrence, the affected party shall promptly notify the other party in writing, providing details of the circumstances and the expected duration of the delay. The affected party shall use all reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as practicable. If the force majeure event continues for a period of more than thirty (30) days, either party may terminate these Terms upon written notice to the other party in accordance with these Terms.
Headings. The headings used in these Terms are for convenience only and shall not affect the interpretation of any provision.
Terms of Use for Mobile Application Users
Our Services can be accessed using the Mobile App, which is part of the Services. By downloading, installing, or using the Mobile App, you agree to comply with and be bound by these Terms, as well as any additional terms and conditions that may apply to specific features or services offered through the Mobile App as described below.
Terms Applicable for Google Device Users. If you are accessing or using the Services through the Mobile App installed on a device manufactured and/or sold by Google LLC (“Google”, with such a device herein referenced as a “Google Device”), notwithstanding anything to the contrary in these Terms, if you use the Service through the Mobile App installed on a Google Device running Android, you hereby acknowledge and agree that (i) the Mobile App relies in part on functionality provided by Google (the “Google Functionality”), (ii) any information provided by you via the Socialbud Mobile Ap[ may be shared with Google in connection with your use of the Google Functionality, (iii) all such information shall be handled by Google in accordance with the then-current Google Privacy Policy (currently available at http://www.google.com/policies/privacy), as may be amended by Google from time to time), and (iv) Google has no liability in connection with your use of the Mobile App under these Terms.
Terms Applicable for Apple Device Users. If you are accessing or using the Services through the Mobile App installed on a device manufactured and/or sold by Apple, Inc. (“Apple”, with such a device herein referenced as an “Apple Device”):
You acknowledge that these Terms are entered into between you and Socialbud and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.
The license granted to you in Section 3 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the Service.
You acknowledge that Socialbud, and not Apple, is responsible for providing the Services.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the Services.
To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services.
Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and Socialbud, Socialbud and not Apple is responsible for addressing any claims you may have relating to the Services, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
Further, you agree that if the Services, or your use of the Services, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Section 13(b), and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 13(b) against you as a third-party beneficiary thereof.
When using the Services, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the Service.
You represent and warrant that: (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.