The following terms and conditions (these "Terms") govern your use of the socialtwist.com website (referred to as the "Site") as well as the content, products, software, source code and services made available through the Site (collectively, including the Site, the "Services") by the Site's owner, SocialTwist, Inc. ("SocialTwist").
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AS THEY MAY BE MODIFIED OR AMENDED FROM TIME TO TIME BY SOCIALTWIST IN ITS DISCRETION. ANY SUCH AMENDMENTS TO THESE TERMS BECOME EFFECTIVE AT THE TIME THEY ARE POSTED TO THE SITE, AND EACH TIME YOU ACCESS OR USE ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AS AMENDED. IF YOU DO NOT AGREE, YOU SHOULD DISCONTINUE USE OF THE SITE AND ALL OTHER SERVICES IMMEDIATELY.
The words "we", "us" and "our" means SocialTwist. The words "you" and "your" refers to the person accessing or using the Services subject to these Terms. To the extent you access or use the Services in an agent or employee capacity, you also accept these Terms on behalf of your principal or employer. If your principal or employer has entered into a written agreement with SocialTwist for the provision of Services, then such written agreement will govern your use of the Services on behalf of such principal or employer.
Information about you
- You agree the information you provide when you register to use the Services will be true and accurate and kept up to date by you. You agree not to enter false information or impersonate any other person when you use the Services. You must be 18 years of age or older to use the Services.
Use of Services
- You agree to use the Services only for lawful business purposes and not for any illegal or unauthorized purpose. You shall not upload or otherwise transmit to or through the Services any viruses or other malicious software code. You will not do anything to disrupt the operation of the Services, interfere with anyone's use of it, corrupt or change the contents of the Site, damage the systems running the Services, or otherwise do harm to the Services and their normal operation. You will not access the non-public areas of the Site for any reason except as permitted by us using your SocialTwist login credentials. You may access Services only through the Site portals made available to you for such purpose. Accessing Services using web robots or other automated access methods is prohibited.
- Subject to these Terms, SocialTwist grants you a limited, royalty-free, non-exclusive license to access and use the Services to create, configure and manage SocialTwist "Tell A Friend" social marketing widgets directly from the Site ("Programs"). You may use Programs to solicit responses and actions by individuals ("Visitors") visiting your website, blog and other interfaces connected to the Internet that you control ("your sites"). In particular, Visitors may be prompted to share a link to your sites, recommend your sites to their friends and/or forward information about your products or services to others. You are fully responsible for the lawful use of Programs and related code, tools and content in connection with your sites.
- From time to time, we may enable you to enter and/or upload text, images, digital files and other content to be included in your Programs ("Your Content"). You retain all rights and interests in and to Your Content. You grant SocialTwist a limited, worldwide, royalty-free, non-exclusive license to use and publish Your Content as necessary to perform the Services. You represent and warrant that you have all rights required to publish and authorize us to use and publish Your Content, and you accept full responsibility for the use of such content by any third party that views or accesses Your Content in connection with your Programs. You are solely responsible for any and all claims by Visitors or other third parties relating to offers, promotions, rewards, promises, advertisements or contracts made in Program messages.
- As used in these Terms, the word "Users" shall mean collectively all Visitors and all other persons who receive, access or view Program content or content generated from Visitor actions, such as links to and images of your sites. The information collected from Users in Programs is referred to collectively as "Visitor Data." Visitor Data may include individual names, social networking user IDs, IP addresses, email addresses, mailing addresses, telephone numbers or other information that can be used to identify, contact, or locate any single individual. To the extent we enable you to collect and/or use Visitor Data, you agree to do so strictly in compliance with all applicable laws and regulations governing such collection and use. You represent and warrant that the messages sent or displayed in connection with your Programs shall (a) comply with all applicable laws and regulations wherever such message are accessed or viewed by Users, and (b) not infringe upon or violate the rights of any third parties, including, without limitation, under any applicable copyright or privacy law or regulation.
- Without limiting the generality of the foregoing, in all Programs that enable you to issue messages, you shall identify yourself or your organization accurately in all messages. The "subject" line of each message sent by you using the Services shall not contain any deceptive or misleading content regarding the subject matter of the message. You are the sole or designated "sender" (as such term is defined in the CAN-SPAM Act of 2003, as amended, and any rules or regulations adopted under such act (the "CAN-SPAM Act")) of any message in a Program configured by you using the Services. Similarly, for messages sent to Canadian email accounts, you are the sole person sending or causing or permitting the message to be sent, within the meaning of Canada's Anti-Spam Legislation, S.C. 2010, c. 23 ("Canada's Anti-Spam Legislation").
All messages issued using the Services shall contain an "unsubscribe" link allowing Users to direct us to cease sending them commercial marketing messages. You agree that you will not remove, disable or attempt to remove or disable such link. We will furnish you with the email addresses of those Users who "unsubscribe" using the Services. You agree that neither you nor we shall charge a fee, require a User to provide any personally identifiable information beyond an email address, or make the User take any step other than sending a reply email or visiting a single page on an Internet website as a condition for honoring an unsubscribe request. As required under the CAN-SPAM Act and Canada's Anti-Spam Legislation, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your SocialTwist account. You agree not to use the Services to send messages for commercial advertisement or promotional purposes ("commercial electronic mail message" as defined in the CAN-SPAM Act or Canada's Anti-Spam Legislation) to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.
- You shall not sell, rent or publish Visitor Data acquired through any Program, nor use or permit the use of the Services to create email marketing lists, social media contact lists or other marketing data for sale or license to third parties, it being understood the foregoing provision shall not prohibit agencies from using the Services to operate Programs on behalf of their clients.
- For the purposes of European Directive 95/46/EC and applicable national implementing laws in your jurisdiction, and with respect to your customer's personal data, you acknowledge and agree that you are the data controller, and we are a data processor. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law. We agree that we shall process your customer's personal data on your behalf in accordance with your instructions, as set out in these Terms and in order to provide the Services and any instructions received from time to time, and that we have taken and will continue to take adequate technical and organizational measures against unauthorized or unlawful processing of, accidental loss or destruction of, or damage to, your customer's personal data.
- We may provide you with one or more user ID's, initial passwords and/or other devices for you to access the Services to manage each Program. It is your sole responsibility to keep all user IDs, passwords and other means of access to the Services within your possession or control confidential and secure from unauthorized use.
- You agree not to use or permit the use of the Services directly or indirectly for any of the following:
- Disclosing personally identifying information or private information of any person without his or her consent;
- Posting or sending material that is grossly offensive, obscene, lewd, lascivious, pornographic, profane or violent, harassing or otherwise objectionable, libelous, defamatory or threatening or that promotes or encourages hatred, violence, racism or criminal conduct;
- Uploading or spreading computer viruses, worms, Trojan horses, spyware or other harmful code;
- Infringing the intellectual property rights or misappropriating trade secrets of any third party;
- Fraudulently inducing the purchase of goods or services or disclosure of information by any User;
- Selling or marketing products or services that are unlawful wherever the Program is visible to Users;
- Selling or marketing products or services or soliciting funds or information in a manner that is prohibited by applicable law or regulation wherever the Program is visible to Users;
- Deceiving any User regarding the identity of you or your organization, the subject of your messages, or the nature or quality of any products or services promoted through your Program; or
- Exceeding the usage limits of your SocialTwist account or Program.
- Programs are designed to permit Visitors to forward or send messages about you or your products and services to other Users. You agree not to initiate the issuance of messages using those Program features intended to enable Visitors to forward messages to other Users.
- We may establish and modify from time to time in our discretion limits and policies relating to your use of the Services, including limits on the number and/or size of messages permitted to be issued in each Program.
- We reserve the right to embed third party advertising ("Affiliate Advertising") within Program messages. To the extent your Program includes Affiliate Advertising, you agree not to remove, modify or conceal any Affiliate Advertising content in messages to Users. Notwithstanding any provision of these Terms to the contrary, you shall not be responsible for third party claims arising from the publication of Affiliate Advertising.
- Messages you send through the Services may generate complaints from Users about receipt of spam or message contents. We undertake no responsibility for such complaints or any claims arising therefrom. However, we may terminate or suspend your access to or use of the Services in our discretion if we determine that the nature or volume of such complaints warrant such action.
Ownership of Services
- SocialTwist is only providing you with the right to access and use the Services. SocialTwist retains sole and exclusive ownership of and all right, title, and interest in and to the Services (including ownership of all trade secrets, trade dress, copyrights, and other intellectual property interests pertaining to the Services, but not including Your Content or Visitor Data) and to all modifications and enhancements of the Services, subject only to the rights and privileges expressly granted to you under these Terms. In addition, the Services are presented with a distinctive "look and feel," and this "look and feel" is the proprietary property of SocialTwist. SocialTwist reserves all rights in and to the Services not expressly granted under these Terms.
- The Services are protected by U.S. copyright laws and international treaty provisions. You may not use, copy, modify, or distribute the Services (electronically or otherwise), including the source code for any portion of the Services, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by us in writing. You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Services. You may not transfer, lease, assign, rent, or sublicense the rights granted to you under these Terms, or make the Services available for the use of others through your User ID. You may not use any portion of the Services or any standalone utility provided for use with the Services for any purpose other than its intended purpose.
- You shall not remove, modify or copy any SocialTwist or third party trademarks accessed through the Site or incorporated into Programs. All third party marks are the properties of their respective owners and may be used by you only in connection with use of the Services and for no other purpose whatsoever.
- The Site and any Services may be modified, revised, suspended or discontinued in whole or in part, either temporarily or permanently, with or without notice, in our discretion. No resale, sale or use for commercial purposes of any portion of the Services is authorized or permitted except with our prior written consent in each instance. We reserve the right in our discretion to deny access to the Services by or through any person, network or device.
- We assume no responsibility or make any representation or warranty with respect to websites or services owned and operated independently by third parties (including but not limited to our partners or affiliates) which may be accessed by you or Users through links on the Site or Program interfaces or otherwise from the Services.
- We will not knowingly publish content in violation of applicable copyright law. If you believe content has been displayed, reproduced, printed or otherwise distributed by us through this website in violation of any third party copyright, please notify us in writing. Send your notice to SocialTwist, Inc. 1975 W. El Camino Real, Suite 301, Mountain View, California 94040, attention: chief legal officer, and include the following:
- electronic or physical signature of a person authorized to act for the copyright owner
- description of the copyrighted work
- description of where the infringing content is located on this website
- your office or home address, telephone number and email address
- a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
- a statement under penalty of perjury that the above is true and you are authorized to act for the owner.
- THE SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR ERRORS. NOT ALL MESSAGES SENT THROUGH THE SERVICES WILL BE RECEIVED BY OR WILL BE CAPABLE OF BEING VIEWED BY THEIR INTENDED RECIPIENTS. MESSAGES MAY BE INTERRUPTED OR CORRUPTED DURING TRANSMISSION. OUR SYSTEMS MAY NOT PREVENT THE CORRUPTION OR LOSS OF YOUR CONTENT OR VISITOR DATA. THE SERVICES MAY NOT BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS OR ACCESSIBLE TO ALL VISITORS OR THROUGH ALL YOUR WEBSITES. WE ASSUME NO LIABILITY FOR SUCH INCIDENTS OR CONDITIONS. ALL SERVICES, INCLUDING BUT NOT LIMITED TO SITE CONTENT AND PROGRAMS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, SOCIALTWIST MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (II) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
LIMITATION OF LIABILITY
- EXCEPT FOR CLAIMS OF A NATURE THAT APPLICABLE LAW DOES NOT PERMIT TO BE MADE SUBJECT TO THE WITHIN LIMITATIONS, SOCIALTWIST, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND RELATING TO YOUR USE OF THE SERVICES. FURTHERMORE, EXCEPT FOR CLAIMS OF A NATURE THAT APPLICABLE LAW DOES NOT PERMIT TO BE MADE SUBJECT TO THE WITHIN LIMITATIONS, THE MAXIMUM LIABILITY OF SOCIALTWIST, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FOR ANY CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY YOU FOR SERVICES WITHIN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF CLAIMS OR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO ALL LIABILITIES.
- You agree to indemnify and hold harmless SocialTwist, its subsidiaries, affiliates, directors, officers and employees, from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' fees) arising from or relating to any third party claim, action or demand asserted against SocialTwist based on: (a) any breach of these Terms by you or anyone accessing the Services using your SocialTwist credentials; (b) any violation of law, regulation or third party rights in connection with your use of the Services; or (c) any complaint by any User with respect to Your Content or the operation of any Program by you.
- Your right to access and use Services shall terminate immediately upon your breach of any Terms. In the event of termination of your rights or our Services for any reason, you will continue to be responsible for compliance with applicable laws and regulations regarding your Programs, collection and use of Visitor Data, and for any damages and indemnification obligations resulting from your use of the Services.
- Nothing express or implied in these Terms is intended to confer, nor shall anything herein confer, upon any person other than the parties and their respective permitted successors or assigns, any rights, remedies, obligations or liabilities whatsoever. You may not assign any of your rights hereunder and any purported assignment by you shall be invalid. We may assign any and all rights or obligations under these Terms in our discretion.
- If you are provided with any standalone software utilities for use with the Services, you acknowledge that these utilities may be subject to regulation by local laws and United States government agencies which prohibit export or diversion of certain products, information about the products, or direct products of the products to certain countries and certain persons. You represent and warrant that you will not export or re-export such software in violation of these regulations to a national destination prohibited under these regulations or to any person to whom exports, re-exports or transfers are prohibited under these regulations.
- You acknowledge that your breach of any of the provisions of these Terms may cause immediate and irreparable harm to SocialTwist for which SocialTwist may not have an adequate remedy in money or damages. We will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. SocialTwist's right to obtain injunctive relief will not limit its right to seek or obtain further remedies.
- Should any part of these Terms be rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of these Terms should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
- These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its choice of law principles.
Updated September 2012