- 01. ACCESS AND USE RIGHTS
Subject to the terms and conditions of this EULA, and your compliance thereof, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use our software during the term indicated in the invoice ("License Term"), solely for Customer's internal purposes.
- 02. OUR INTELLECTUAL PROPERTY
Our websites and software regardless it is provided as for installation on customer's or third party equipment or as a service (SaaS), inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, "Social Links Materials"), are the property of Social Links and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Social Links, Social Links retains all right, title and interest, including all intellectual property rights, in and to the Social Links Materials.
Except as expressly permitted in this EULA, you may not, and shall not allow any user orthird party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign,market, resell, display, transmit, broadcast, transfer or distribute any portion of the software or any it's component to any third party, including, but not limited to your affiliates; (ii) circumvent, disable or otherwise interfere with security-related features of the software or features that prevent or restrict use or copying of any content or that enforce limitations on use of the software; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the software, or any components thereof; (iv) copy, modify,translate, patch, improve, alter, change or create any derivative works of the software, orany part thereof; (v) take any action that imposes or may impose (at Social Links solediscretion) an unreasonable or disproportionately large load on the Social Linksinfrastructure or infrastructure which supports the software; (vi) interfere or attempt tointerfere with the integrity or proper working of the software, or any related activities; (vii)remove, deface, obscure, or alter Social Links or any third party's identification, attributionor copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the software, or use or display logos of the software without Social Links prior writtenapproval; (viii) use the software for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including othercustomers) to do any of the foregoing.
We may offer an application programming interface that provides additional ways to access and use the software ("API"). Such API is considered a part of the software, and its use is subject to all this EULA. You may only access and use our API for Customer's internalbusiness purposes, in order to create interoperability and integration between the softwareand other products, services or systems you and/or Customer use internally.
Social Links may from time to time provide enhancements or improvements to thefeatures/functionality of the software, which may include patches, bug fixes, updates,upgrades and other modifications ("Updates"). Updates may modify or delete certainfeatures and/or functionalities of the software. You agree that Social Links has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the software to You. You further agree that all Updates will be (i) deemed to constitute an integral part of the software, and (ii) subject to the terms and conditions of this EULA.
- 06. FUTURE RELEASES AND IMPROVEMENTS
You hereby acknowledge that your purchase of the software and/or Third Party Software (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certainsoftware beyond its current License Term; or (ii) Third Party Software, or dependent on anypublic comments we make, orally or in writing, regarding any future functionality or feature.You also acknowledge that Social Links reserves the right to modify, suspend or discontinue, temporarily or permanently, the software or any service to which it connects, with or without notice and without any liability.
- 07. PRE-RELEASED SOFTWARE
Note that we may offer, in frame of our "Early Adopters" initiative, from time to time, certainsoftware in an Alpha or Beta versions (the "Pre-Released Software") and we use bestendeavors to identify such Pre-Released Software as such. Pre-Released Software aresoftware that are still under development, and as such they may be inoperable orincomplete, and may contain bugs, suffer disruptions and/or not operate as intended anddesignated, more than usual.
Customer acknowledges and accepts that Social Links has the right to use Customer's name and logo to identify Customer as a customer of Social Links software, on Social Linkswebsite, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting firstname.lastname@example.org.
If, at any time, we record a decline, chargeback or other rejection of a charge of any dueand payable License Fees ("Chargeback"), this will be considered as a breachof Customer's payment obligations hereunder, and Customer's use of the software maybe disabled or terminated and such use of the software will not resume until Customerre-subscribes for any such software, and pay any applicable License Fees in full, including any fees and expenses incurred by us for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under this EULA or applicable law.
NOTWITHSTANDING ANYTHING IN THIS EULA OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
A) EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND SITES ARE PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SOFTWARE PROVIDERS), HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY;
B) WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SOFTWARE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON'T BE LOST, THAT DEFECTS WILL BE CORRECTED. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SOFTWARE (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE OUR SOFTWARE, MEDIA AND/OR THE SITES.
Our software enables you to engage and procure certain third party software, products,apps and tools in connection with the software, including, without limitation, third partyapplications, tools and modules offered via our integration features, that is also available to connect through our API, as part of the software (collectively, "Third Party Software").
- 12. INDEPENDENT RELATIONSHIP
You acknowledge and agree that regardless of the manner in which such Third PartySoftware may be offered to you, we merely act as an intermediary platform between youand such Third Party Software, and we shall not be in any way responsible or liable withrespect to any such Third Party Software. Your use of such Third Party Software, includingwithout limitation, the collection, processing and use of your data by such Third PartySoftware, are subject to a separate contractual arrangement between you and the provider of a Third Party Software (the "Third Party Agreement"). We are not a party to, orresponsible, in any manner, for the compliance by you or by the provider of the Third PartySoftware with the Third Party Agreement and/or the applicable Law. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data by a Third Party Software, completely is your own responsibility and Social Links is not responsible for any access, collection, transmission, processing, storageor any other use of data by the Third Party Software. By using the Third Party Software, youacknowledge and agree that you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Software and other data activities you may conduct or may permit third parties to conduct.
- 13. USE CONDITIONS AND LIMITATIONS
Both Social Links and provider of Third Party Software may impose, each at its solediscretion, additional conditions or limitations on your access and use of certain Third Party Software, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be notified to you with the relevant way.
- 14. LIMITATIONS OF LIABILITY
SOCIAL LINKS BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY THIRD PARTYSOFTWARE, INCLUDING WITHOUT LIMITATION, SUCH THIRD PARTY SOFTWARE'SOPERABILITY OR INTEROPERABILITY WITH OUR SOFTWARE, SECURITY, ACCURACY,RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES. BY USING THE THIRD PARTY SOFTWARE, YOU ACKNOWLEDGE THAT YOUR USE OF THE THIRD PARTY SOFTWARE ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SOFTWARE'S OPERATION AND PRACTICES MEET YOUR NEEDS.
- 15. REASONABLE ALLOCATION OF RISKS
You hereby acknowledge and confirm that the limitations of liability and warrantydisclaimers contained in this EULA are agreed upon by you and us and we both find suchlimitations and allocation of risks to be commercially reasonable and suitable for ourengagement hereunder, and both you and us have relied on these limitations and riskallocation in determining whether to enter this EULA.
Customer hereby agrees to indemnify, defend and hold harmless Social Links and itsaffiliates, officers, directors, employees and agents from and against any and all claims,damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, "Losses") incurred as a result of any third party claim arising from (i) customer's and/or any of its users', violation of this EULA or applicable Law; and/or (ii) customer data (including its users' personal data), including the use of customer data by Social Links and/or any of itssubcontractors, infringes or violates, any third party's rights, including, without limitation,intellectual property, privacy and/or publicity rights.
Except as expressly stated in this EULA, we make no representations or warranties that your use of the software is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, asapplicable to your use of the software.
- 18. EXPORT CONTROLS AND SANCTIONS
The software may be subject to U.S. or foreign export controls, Laws and regulations (the"Export Controls"), and you acknowledge and confirm that: (i) you are not located or use,export, re-export or import the software (or any portion thereof) in or to, any person, entity,organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are not: (a)organized under the laws of, operating from, or otherwise ordinarily resident in a country orterritory that is the target or comprehensive U.S. economic or trade sanctions, (b) identifiedon a list of prohibited or restricted persons, such as the U.S. Treasury Department's List ofSpecially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S.sanctions. Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the software and/or the customer data; and (iii) customer data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.
If Customer is part of a U.S. Government agency, department or otherwise, either federal,state or local (a "Government Customer"), then Government Customer hereby agrees thatthe software under this EULA qualifies as "Commercial Computer Software" and"Commercial Computer Software Documentation". Government Customer's technical dataand software rights related to the software include only those rights customarily provided to the public as specified in this EULA. In no event shall source code be provided or considered to be a deliverable or a software deliverable under this EULA. We grant no license whatsoever to any Government Customer to any source code contained in any deliverable or a software deliverable. If a Government Customer has a need for rights not granted under this EULA, it must negotiate with us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Any unpublished-rights are reserved under applicable copyright laws. Any provisions contained in this EULA that contradict any Law applicable to a Government Customer, shall be limited solely to the extent permitted under such applicable Law.
This EULA and any action related thereto will be governed and interpreted by and under the laws of the State of New York without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in New York, U.S., shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, this EULA. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this EULA. Notwithstanding the foregoing, Social Links reserves the right to seek injunctive relief in any court in any jurisdiction.
Neither us nor you will be liable by reason of any failure or delay in the performance of itsobligations on account of events beyond the reasonable control of a party, which mayinclude denial-of-service attacks, interruption or failure of the Internet or any utility software or service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
- 22. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This EULA and software provided hereunder, donot create a partnership, franchise, joint venture, agency, fiduciary or employmentrelationship between the parties.
We shall use your contact details that we have in our records, in connection with providingyou notices. You acknowledge notices that we provide you, in connection with this EULAand/or as otherwise related to the software, shall be provided as follows: via the software or other our media, including by posting on our Sites or posting in-app notification, e-mail,phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery.Notices to us shall be provided to Social Links Inc., at email@example.com or sent to 228, Park Ave S, PMB 85451, New York, U.S 10003.
This EULA, and any and all rights and obligations hereunder, may not be transferred orassigned by you without our written approval, provided that you may assign this EULA toyour successor entity or person, resulting from a merger, acquisition, or sale of all orsubstantially all of your assets or voting rights, except for an assignment to a competitor ofSocial Links, and provided that you provide us with prompt written notice of suchassignment and the respective assignee agrees, in writing, to assume all of your obligations under this EULA. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the software to a third party without your consent or prior notice to you. Subject to the foregoing conditions, this EULA shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section (ASSIGNMENT) shall be null and void.
This EULA shall be enforced to the fullest extent permitted under applicable Law. If anyprovision of this EULA is held by a court of competent jurisdiction to be contrary to law,the provision will be modified by the court and interpreted so as best to accomplishthe objectives of the original provision to the fullest extent permitted by law, andthe remaining provisions of this EULA will remain in effect.
No failure or delay by either party in exercising any right under this EULA will constitutea waiver of that right. No waiver under this EULA will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Section 8 (CUSTOMER REFERENCE), 10 (WARRANTY DISCLAIMER), 16 (INDEMNIFICATION), 17 (SPECIFIC LAWS), 18 (EXPORT CONTROLS AND SANCTIONS), 19 (GOVERNMENT USE), 20 (GOVERNING LAW), 22 (RELATIONSHIP OF THE PARTIES), 23 (NOTICE), 24 (ASSIGNMENT), 25 (SEVERABILITY), 26 (NO WAIVER), 27 (SURVIVAL) and 29 (MODIFICATIONS) shall survive the termination or expiration of this EULA, and continue to be in force and effect in accordance with their applicable terms.
- 28. TERMINATION OF THE EULA
This EULA will terminate immediately, without prior notice from Social Links, in the eventthat You fail to comply with any provision of this EULA. Upon termination of this EULA, you must cease all use of the software and delete all copies of the software from your or third-party equipment depends on where it was installed.
Occasionally we may make changes to this EULA for valid reasons, such as adding new functions or features to the software, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion.