Terms of service
TERMS OF USE
PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THESE TERMS OF USE (“TERMS”).
These Terms create a binding legal agreement between you and Social Playbook, LLC (“Social Playbook”). These Terms govern your use of the Social Playbook website (the “Site”) and the content and functionality provided via the Site (such content and functionality, together with the Site, collectively, the “Services”).
PLEASE CAREFULLY REVIEW THESE TERMS AND THE SOCIAL PLAYBOOK PRIVACY POLICY (AVAILABLE AT https://socialplaybook.app/privacy-policy) BEFORE USING THE SERVICES. THE SERVICES ARE INTENDED FOR USE IN A SAFE ENVIRONMENT, BUT ARE NOT INTENDED AS MEDICAL OR THERAPEUTIC SERVICES OR AS A REPLACEMENT FOR PROFESSIONAL MEDICAL ADVICE OR THERAPY. BY USING THE SERVICES (INCLUDING BY VISITING THE SITE OR MAKING ANY OTHER USE OF THE SERVICES), YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE REVIEWED THE SOCIAL PLAYBOOK PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES. PLEASE NOTE THAT SECTION 14 OF THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING DISPUTES WITH SOCIAL PLAYBOOK AND/OR PROVIDERS. THE "SERVICES" WILL INCLUDE ANY NEW FEATURES, SERVICES, TOOLS, OR OTHER RESOURCES ("NEW FEATURES") THAT SOCIAL PLAYBOOK MAY, IN SOCIAL PLAYBOOK'S SOLE DISCRETION, MAKE AVAILABLE TO YOU FROM TIME TO TIME THROUGH THE SITE; FOR THE AVOIDANCE OF DOUBT, THESE TERMS WILL GOVERN YOUR USE OF ANY SUCH NEW FEATURES.
The Services are offered and available only to users who are at least thirteen (13) years of age and reside in the United States. If you are at least 13 years old but less than 18 years old, you can use the Services or register for an account only after your parent, guardian, or legal representative has consented to these Terms. Social Playbook may, at times, request written proof of such consent. The age limitation set forth in these legal terms is intended to comply with applicable laws and regulations. Notwithstanding the foregoing, individuals under the minimum age requirements imposed by applicable law or regulation may not access or use the Services.
By using the Services, you affirm that you (i) are at least thirteen (13) years of age, (iii) are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms, (iv) have not previously been terminated, removed, or suspended from the Services, and (v) reside in, and will use the Services only while you are located in, the United States. You also promise that any registration information that you submit to Social Playbook is true, accurate, and complete, and you agree to keep it that way at all times. If you access these Services by falsifying your age or the necessary consent to use the Services, your access to the Services may be terminated and you will be responsible for any liability or damages resulting from such falsification. If you are using the Services on behalf of a company, organization, or other entity, you further affirm that you have authority to bind that organization to these Terms, and you agree to be bound by these Terms on behalf of that organization.
1) Ownership.
The Services are owned and operated by Social Playbook. You acknowledge and agree that Social Playbook and/or Social Playbook’s technical, content and service providers (“Providers”) own all right, title and interest in and to the Services, including: (a) all information, data, software, text, displays and visual interfaces, graphics, images, video, and audio, and all other elements of the Services, and the design, selection, and arrangement thereof; and (b) all intellectual property and other legal rights (including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights) therein. Except for materials and content that you have submitted via the Services, such as your contact information, login credentials, images, voice recordings, videos, and comments (your “User Content”), which includes any audio or video recorded conversations that you submit to the Site through your use of the Services (“User Conversational Inputs”), you may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without Social Playbook’s written consent. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. You agree and understand that Social Playbook is not obligated to provide you with access to the Services. You agree that all content provided to you through the Services is owned by Social Playbook, Providers and/or other third parties and that you will have no ownership rights in such content.
2) License Grant and Restrictions.
a) Subject to your compliance with these Terms, Social Playbook hereby grants you a limited, personal, nonexclusive, non-transferable, non-sublicensable and revocable license to access and use the Services on your personal device(s) solely for your personal, noncommercial use, as provided herein. By downloading or using the Services, you acknowledge that: (a) the Services are licensed, not sold to you; and (b) third party terms and fees, such as those from your mobile carrier, may apply to the use and operation of your device in connection with your use of the Services, and that you are solely responsible for any such third party terms and fees.
b) You may not use the Services for any other purpose nor may you transfer or otherwise permit any other person or entity to access the Services using your username and password, which you acknowledge and agree are personal to you and are non-transferable. You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify Social Playbook of any unauthorized use of your username, password or other account information, or of any other actual or reasonably suspected breach of security that you become aware of involving your account or the Services. Social Playbook will not be liable to you for any loss you may incur as a result of someone else using your username, password or account with or without your knowledge. You may be held liable for losses incurred by Social Playbook or others due to any unauthorized use of your username, password or account. You also agree to ensure that you exit from your account at the end of each session. You may not publish, reproduce, distribute, display, perform, edit, adapt, modify, create derivative works of, resell, or otherwise exploit the Services or any content distributed thereon under any circumstances, except for your own User Content.
c) You may not (i) circumvent or disable any content protection system or digital rights management technology used with the Services, (ii) decompile, reverse engineer, disassemble or otherwise reduce the Services or any software or technology provided to you in connection with the Services, to a human-readable form, (iii) remove identification, copyright, trademark, or other proprietary notices from materials provided on the Services, or (iv) access or use the Services in an unlawful or unauthorized manner. Any use of the Services not expressly authorized by these Terms is a breach of these Terms and may violate copyright, trademark, or other laws.
3) Discontinuation of the Services; Termination.
a) The term of these Terms will commence on the date of your first acceptance of these Terms and continue until the earliest of: (i) the date upon which Social Playbook, in its sole discretion, provides notice to you of termination of these Terms or your access to the Services is terminated (which may occur for any reason); and (ii) your violation or breach of any provisions of these Terms (the “Term”). You may also discontinue your account at any time, for any reason, by sending an email to [email protected] requesting that your account be closed.
b) Social Playbook reserves the right to permanently or temporarily amend or discontinue the Services at any time, in our sole discretion, without notice to you. To the fullest extent permitted under applicable law, we will not be liable for any change to or any discontinuation of the Services, provided that if Social Playbook ceases to operate the Services and terminates your access to the Services accordingly, you will be entitled to a pro-rated refund of any fees that you have paid for use of the Service.
c) Social Playbook may immediately terminate this contract with you and suspend or terminate your access to the Services for any or no reason at any time without notice, including but not limited to, if you fail to comply with any provision of these Terms. Upon termination of your access to the Services, or termination of this contract, Social Playbook may at our option delete any data associated with your account. Your account may expire, and we may delete the data associated with your account and rescind your access to the Services, after your account is inactive in excess of six (6) consecutive months.
d) Upon expiration or termination of these Terms, the rights granted to you under these Terms with respect to the Services will immediately terminate. However, Social Playbook’s ownership of your Feedback, as well as the limitations on Social Playbook’s liability, the indemnification provisions and the terms pertaining to the dispute resolution process, will survive any expiration or termination of these Terms.
4) Fees and Payment.
You may be required to pay fees to Social Playbook in order to use certain functionality of the Services (“Service Fees”). You are responsible for paying any applicable Service Fees listed on the Services at the time of purchase. All fees are non-refundable, to the fullest extent under the law. Service Fees may be recurring. If such Service Fees are specified to be recurring on the Services, you agree that Social Playbook may charge such Service Fees on a periodic basis to the payment method you specify at the time of your initial purchase (your “Payment Method”). By using a Payment Method to pay Service Fees, you are expressly agreeing that Social Playbook is authorized to charge to the Payment Method the Service Fees and any other fees for additional services you may purchase, together with any applicable taxes. If the Payment Method is a credit card, you acknowledge that we may seek pre-authorization of your credit card account prior to your purchase to verify that the card is valid and has the necessary funds or credit to complete the purchase. You acknowledge and agree that any fees for the Services may increase at any time. Additional fees may apply for new features or additions to the Services that may be made available from time to time, in which case Social Playbook will provide you with notice in advance of charging the additional fees. In the event Social Playbook charges additional fees in connection with the Services, you will have an opportunity to review and accept the additional fees that you will be charged, prior to being charged. If you do not accept any such additional fees, Social Playbook may discontinue your access to the Services. You acknowledge and agree that Social Playbook may use third party payment processors to process Service Fees on our behalf, and that Social Playbook will not be held liable for any errors caused by such third-party payment processors.
5) Third Party Services and Links.
The Services may contain links to third party content and integrations with third party platforms. Social Playbook does not control, endorse, sponsor, recommend, or otherwise accept responsibility for any loss or damage that may arise from your use of such third-party content and integrations. These links and integrations are provided only as a convenience, and Social Playbook does not make any representations or warranties with respect to third party links and integrations. Use of any linked third-party content and integrations is at your own risk and subject to the terms of use for such third-party content.
6) User Content.
A. You remain fully responsible for your User Content. You agree not to provide any User Content that:
· infringes or misappropriates any third-party intellectual property right;
· degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;
· is unlawful, defamatory, libelous, inaccurate, deceiving, or that could reasonably be considered objectionable, profane, obscene, sexually explicit, indecent, pornographic, harassing, abusive threatening, embarrassing, hateful, intended to intimidate or incite violence, or otherwise inappropriate;
· promotes illegal activity, or advocates, promotes, or assists in any unlawful act;
· impersonates any person, or misrepresents your identity or affiliation with any person or organization;
· gives the impression that it comes from or is endorsed by Social Playbook or any other entity or third party, if that is not the case.
You continue to own any User Content that you submit through the Services, but by submitting User Content, you grant us and our affiliates and third-party service providers a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to use any User Content to provide, develop, enhance, and improve the Services. You further represent that you have obtained the consent of all individuals who are identifiable in your User Content, or of the individual’s parent or legal guardian if the individual is under 18 years old, to include the individual’s likeness in your User Content and for us to enjoy all of the rights and privileges that you grant to us under these Terms.
Other users may be able to access and view your User Content on the Services, depending on your account settings. Once you post or share your User Content with other users of the Services, you grant those users a non-exclusive license to access and use your User Content, as long as that use is consistent with these Terms and the functionality of the Services.
You understand and agree that we are not responsible for any User Content. We are not obligated to publish or use your User Content. We may monitor, review, edit, remove, delete, or disable access to your User Content at any time, without prior notice and in our sole discretion, for any or no reason.
B. Derived Data.
As between Social Playbook and the User, and to the full extent permitted by Applicable Law, Social Playbook owns all data, algorithms, processes, and models developed by or on behalf of Social Playbook that constitute all or a portion of the Services, or are otherwise used to provide the Services to the User, including without limitation (i) such data, algorithms, processes, and analytic models embodied in the technology underlying the Services, and (ii) data derived from the User’s use of the Services, including de-identified data elements derived from User Content, and any conclusions, reports, or other data resulting from analysis of such data (e.g., service level data, usage patterns, etc.) (collectively, the “Derived Data”). The User will have no rights whatsoever to the Derived Data, including to use, edit, create derivatives, combinations or compilations of, synthesize, re-identify, reverse engineer, reproduce, display, distribute, sell, license, or process any Derived Data.
7) Limitations on Use of the Services.
You may not access or use, or attempt to access or use, the Services to take any action that could harm Social Playbook, its Providers, or any other third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:
· impersonate any person or entity or otherwise misrepresent your affiliation or the origin of any materials that form part of your User Content, or falsify any information provided during registration of your account;
· allow any other person to use the Service under your account, or otherwise transfer your access to the Services to any third party;
· engage in unauthorized “crawling,” “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Services;
· take any action that imposes an unreasonable or disproportionately large load on Social Playbook’s network or infrastructure;
· use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services, including uploading or disseminating any virus, adware, spyware, worm, or other malicious code, or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
· attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
· use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way, such as exposing them to inappropriate content, asking them for personal information, or otherwise;
· distribute any unauthorized materials or advertise or promote goods or services through the Services without Social Playbook’s permission (including, without limitation, by sending spam or any other similar solicitation);
· engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Social Playbook’s sole judgment, exposes Social Playbook or any of Social Playbook’s users, affiliates, or any other third party to any liability, damages, or detriment of any type, including causing damage to Social Playbook’s reputation; or
· assist any person in doing any of the above.
Violations of system or network security may result in civil or criminal liability. Social Playbook may investigate and work with law enforcement authorities to prosecute users who violate the Terms.
8) Monitoring and Enforcement.
We have the right to:
· remove or refuse to accept, store, or otherwise process any User Content for any or no reason in our sole discretion;
· take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Social Playbook;
· disclose your identity or other information about you to any third party who claims that material uploaded by you violates their rights, including their intellectual property rights or their right to privacy;
· take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and
· terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content on or through the Services.
However, we cannot review all User Content as it is uploaded to the Services, and cannot ensure prompt removal of objectionable material after it has been uploaded. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9) Changes to Terms.
Social Playbook may change any of the terms contained herein at any time, in our sole discretion. Please check these Terms periodically so that you are aware of any changes. We will notify you by e-mail to the address provided in your user profile or by posting a notice on the Site of any changes to these Terms that materially modify your rights or obligations (“Material Modifications”). Any Material Modifications will be effective upon your acceptance of the modified terms, or upon your continued use of the Services after we send or post a notice of the changes, whichever is earlier. Changes to these Terms that do not materially modify your rights or obligations will be effective immediately upon publication. However, any disputes arising under these Terms will be resolved pursuant to the version of these Terms in effect at the time the dispute arose.
10) Feedback.
You agree that any comments, suggestions or feedback you provide regarding your use of the Services (“Feedback”) will become the exclusive property of Social Playbook, regardless of the form or platform in which it is delivered. You further agree that Social Playbook and Providers may use all or part of your Feedback or any derivative thereof in any manner or media without any remuneration, compensation or credit to you, including to improve the Services and create other products and services. You hereby assign to Social Playbook all right, title and interest to your Feedback, including all copyrights therein. To the extent assignment is not permitted, you hereby grant Social Playbook a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to exploit the Feedback as described in this section.
11) Communications with You.
Social Playbook and Providers may communicate with you about the Services, including through one or more third party e-mail or survey services, via methods determined by Social Playbook, including through the Services or contact information you provide as part of the registration process for the Services. You consent to receive communications from Social Playbook and/or Providers that may: (i) solicit Feedback via e-mail, surveys, bug reports, or other methods Social Playbook may determine; (ii) collect additional information regarding issues you report in your Feedback; (iii) notify you of changes to the Services or these Terms; and (iv) tell you about future Social Playbook programs, products or services. You agree that any such notices, disclosures, and other communications will satisfy Social Playbook’s applicable legal notification requirements. Social Playbook recommends that you keep a copy of any electronic communications we send to you for your records. You agree that Social Playbook may share your contact information with Providers, and, to the extent necessary to enable such communications, with other third parties.
12) Disclaimer of Warranties, Limitation of Liability, and Indemnity.
a) YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES PROVIDED BY SOCIAL PLAYBOOK ARE NOT INTENDED FOR CLINICAL OR THERAPEUTIC PURPOSES OR INTENDED AS A SUBSTITUTE FOR ADVICE, DIAGNOSIS, TREATMENT, THERAPY, OR EMERGENCY SERVICES BY A MEDICAL OR OTHER HEALTHCARE PROFESSIONAL. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, AND ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER SOCIAL PLAYBOOK NOR ITS PROVIDERS MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR DATA AND/OR INFORMATION, COMPATIBILITY OR NON-INFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE; OR AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, OR OTHER FORM (THE “SERVICE CONTENT”). NEITHER SOCIAL PLAYBOOK NOR ITS PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICE PROVIDERS. SOCIAL PLAYBOOK IS NOT RESPONSIBLE OR LIABLE FOR ANY DECISIONS YOU MAY MAKE IN RELIANCE ON THE SERVICES OR SERVICE CONTENT, OR FOR ANY DEFECTS OR ERRORS THAT MAY RESULT FROM YOUR PROVISION OF INCOMPLETE OR INACCURATE INFORMATION TO SOCIAL PLAYBOOK OR THE SERVICES, YOUR USE OF THE SERVICES WITH HARDWARE THAT DOES NOT MEET THE MINIMUM REQUIREMENTS SPECIFIED BY SOCIAL PLAYBOOK, OR YOUR USE OF ANY VERSION OF THE SERVICES OTHER THAN THE MOST RECENT GENERALLY AVAILABLE VERSION OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR THE LOSS OF DATA, THAT RESULTS FROM USE OF THE SERVICES.
b) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOCIAL PLAYBOOK, PROVIDERS, OR THEIR AFFILIATES, SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE SERVICES), AGENTS, AND SUPPLIERS (COLLECTIVELY, THE “LICENSOR PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE, LOSS OF LIFE OR HEALTH, THE CLAIMS OF THIRD PARTIES, AND ANY COST OF ANY SUBSTITUTE SERVICES, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT, PRODUCTS OR STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOU FURTHER WAIVE AND HOLD HARMLESS THE LICENSOR PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES AS REFERENCED IN SECTIONS 7 AND 8. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LICENSOR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE SERVICES (IF ANY) AND $100, EXCEPT TO THE EXTENT AN APPLICABLE LAW DOES NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS[CB6] [NM7] .
c) YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE LICENSOR PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS, YOUR ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES, YOUR FEEDBACK, YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHTS OF PUBLICITY, CONFIDENTIALITY, OR OTHER PROPERTY OR PRIVACY RIGHT, AND ANY CLAIMS ARISING FROM OR ALLEGING FRAUD, INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, OR CRIMINAL ACTS COMMITTED BY YOU. SOCIAL PLAYBOOK RESERVES THE RIGHT TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. In such event, you shall provide SOCIAL PLAYBOOK with such cooperation as SOCIAL PLAYBOOK reasonably requestS.
13) Infringement.
Social Playbook encourages you to report material or content that you believe warrants removal from the Services. In particular, if you believe that any material on the Services infringes your work or the work of any third party in a manner that constitutes infringement, then you may notify Social Playbook in accordance with this section. To notify Social Playbook of copyright infringement on the Services, please send Social Playbook a written notice by e-mail to [email protected] and by mail to PO Box 4297, Incline Village, NV 89450, that includes all of the following information:
· identification of the work you believe is being infringed;
· identification of the work you believe is infringing, with information that is reasonably sufficient for Social Playbook to locate it;
· your name, address, phone number and e-mail address;.
· a statement that you have a good faith belief that use of the work in the manner complained of is not authorized by the copyright owner, its agent or the law;.
· a statement that the information in your notification is accurate, and under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that has allegedly been infringed; and
· a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that has allegedly been infringed.
Please note that if you knowingly give false, misleading, or inaccurate information regarding the existence of infringing content, we may suspend your account, and you may face other legal consequences.
Social Playbook will treat notices that meet these requirements in accordance with the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”). If Social Playbook has taken down any material or content that you believe should not have been removed, you can send Social Playbook a written counter-notice by e-mail to [email protected] and by mail to PO Box 4297, Incline Village, NV 89450 . Please be sure your counter-notice meets the DMCA requirements and Social Playbook will follow the process set out in the DMCA. You may find out more about the DMCA at http://copyright.gov.
Social Playbook will promptly terminate without notice the accounts of users who have been notified of infringing activity or have had User Content removed from the Services at least three times (“Repeat Infringers”). Repeat Infringers will not be tolerated on the Services.
14) Governing Law, Disputes & Arbitration.
A. Governing Law
These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the State of Nevada (without giving effect to conflict of law principles).
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, MASS ARBITRATION, OTHER REPRESENTATIVE ACTION, OR ANY ACTION PURSUANT TO ANY STATUTE THAT ALLOWS RECOVERY ON BEHALF OF, FOR THE BENEFIT OF, OR OF AMOUNTS LOST OR SPENT BY OTHER INDIVIDUALS (INCLUDING IN A PRIVATE ATTORNEY GENERAL CAPACITY). TO THE FULLEST EXTENT PERMITTED BY LAW, IF A DISPUTE IS NOT FILED WITHIN ONE YEAR, IT IS PERMANENTLY BARRED.
To the extent a lawsuit or court proceeding is permitted under these terms, you and Social Playbook agree that any dispute will be litigated in the state or federal courts located in Nevada, and you and Social Playbook both submit to the personal and exclusive jurisdiction of those courts. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
B. Disputes
In order to expedite and control the cost of disputes, Social Playbook and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute”) will be resolved by arbitration if the parties are unable to reach agreement through negotiation of the dispute. This applies to all Disputes, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, even if the Dispute arises after the termination of these Terms. Arbitration is a less formal proceeding than a lawsuit in a court, does not involve a judge or jury, and may allow for less discovery than in a court. An arbitration is conducted by a neutral arbitrator. An arbitrator can award the same types of relief that a court can, such as damages, but a decision from an arbitrator can be subject to very limited review by a court. YOU UNDERSTAND AND AGREE THAT YOU AND SOCIAL PLAYBOOK ARE HEREBY WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER THE LAW.
a) Notice of Dispute. In the event of a Dispute, you or Social Playbook must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution. You must send any Notice of Dispute to Social Playbook by mail at PO Box 4297, Incline Village, NV 89450 and by email to [email protected]. Social Playbook will send any Notice of Dispute to you by mail to your address if Social Playbook has it, or otherwise to your email address.
b) 60-Day Initial Dispute Resolution. You and Social Playbook will attempt to resolve the Dispute through informal negotiation within 60 days from the date that the Notice of Dispute is received. As part of this informal negotiation, you and Social Playbook agree to participate in a telephone settlement conference between you personally (along with your counsel, if you are represented) and Social Playbook if it is requested by the party that receives the Notice of Dispute. Any applicable limitations period shall be tolled during this 60-day initial dispute resolution period. Neither you nor Social Playbook may initiate an arbitration proceeding or file a claim in small claims court before the conclusion of the 60-day period from the time the Notice of Dispute is received, or otherwise absent full compliance with the process described in this Section (collectively, the “Mandatory Initial Dispute Resolution Process”). You agree that you or Social Playbook may seek any interim or preliminary relief from a court of competent jurisdiction, as necessary to protect our respective rights or property (including intellectual property rights) pending completion of the Mandatory Initial Dispute Resolution Process. If the parties do not reach an agreed upon resolution within the 60-day Initial Dispute Resolution Process set forth above, then either party may initiate a claim in small claims court or a binding arbitration as the sole means to resolve Disputes, subject to the terms set forth below.
c) Small Claims Court. You may choose to litigate any Dispute in small claims court (or the equivalent) in the forum specified in Section 14.A, if the Dispute meets all the requirements to be heard in small claims court and is not removed to a court of general jurisdiction.
d) Binding Arbitration. If the Dispute is not resolved in small claims court, any effort to resolve the Dispute will be conducted exclusively by binding arbitration as described in this Section, subject to the exceptions described in this Section. You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final. Any court with jurisdiction over the parties may enforce the arbitrator’s award. The U.S. Federal Arbitration Act (or the equivalent laws in the jurisdiction in which you reside) governs the interpretation and enforcement of this Section.
e) Exceptions to Arbitration. You and Social Playbook agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (1) Any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Social Playbook’s intellectual property rights, (2) Any claim for declaratory or injunctive relief, (3) Any claim you are authorized to bring to the attention of any federal, state, or local government agencies that can, if the law allows, permit those authorities to seek relief from Social Playbook on your behalf, (4) Any Dispute brought in a jurisdiction where mandatory arbitration is unenforceable by law.
f) Class Action and Mass Arbitration Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Social Playbook will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. Neither you nor Social Playbook will seek to have any Dispute brought, heard, administered, resolved, or arbitrated as a mass arbitration, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass arbitration or to award relief to anyone but the individual in arbitration. You and Social Playbook agree that the definition of “Mass Arbitration” includes, but is not limited to, where 25 or more similar demands for arbitration are filed against the same party or related parties within 180 days represented by either the same law firm or law firms acting in coordination. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. If one of us violates this Class Action and Mass Arbitration Waiver provision, the other party shall have the opportunity to opt out of arbitration by providing written notice within 45 days of learning of the violation.
g) Arbitration Procedures. Any arbitration will be conducted by the National Arbitration and Mediation (“NAM”) under the applicable Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Dispute is filed. Where a Mass Arbitration is filed and no party opts out of arbitration, then the parties agree that the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures shall apply and that NAM will have the authority to apply those rules, notwithstanding the Class Action and Mass Arbitration Waiver above. In the event of a conflict between the relevant NAM rules and this agreement, this agreement shall govern. If NAM is unavailable or unable to conduct an arbitration of the Dispute, an alternative arbitration service provider will be mutually agreed upon by both parties. You may request a telephonic or in-person hearing by following the NAM rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award relief only to you individually, and only to the extent required to satisfy your individual claim. A demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with (i) the mandatory Initial Dispute Resolution Process above and (ii) all of the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would.
h) Arbitrator’s Jurisdiction. The arbitrator may consider but will not be bound by rulings in other arbitrations where you and Social Playbook were not both parties. The arbitrator shall have the power to rule on all issues except that a court has exclusive authority (i) to decide arbitrability issues, as well as disputes relating to the formation, existence, scope, validity, and enforceability of this arbitration agreement; (ii) to decide whether the parties have complied with the Initial Dispute Resolution process; (iii) to enforce the prohibition on class, representative, mass, or private attorney-general actions or proceedings, or public injunctive relief; and (iv) to enjoin an arbitration from proceeding if it does not comply with this the terms of this arbitration agreement.
i) Arbitration Fees. Whoever files the arbitration pays the initial filing fee. If Social Playbook files, Social Playbook pays. If you file, you pay unless you get a fee waiver under the applicable arbitration rules or unless the Mass Filing Supplemental Dispute Resolution Rules and Procedures apply, in which case the NAM Mass Filings Fee Schedule applies. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
j) Location of Arbitration. You agree that the arbitration will occur in a reasonable location in the United States, as agreed to by both parties, or, if necessary, as determined by the arbiter.
k) Disputes Must be Filed Within One Year. To the extent permitted by law, any Dispute under these Terms must be filed within one year in small claims court or in an arbitration proceeding. The one-year period begins when the Dispute or Notice of Dispute first could be filed, except that the period is tolled during the 60-day Mandatory Initial Dispute Resolution Process. If a Dispute isn’t filed within one year, it’s permanently barred.
l) Temporary Injunctive Relief. Before the appointment of an arbitrator, either party may seek temporary injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.
m) Severability of Arbitration Provisions. Before the appointment of an arbitrator, either party may seek temporary injunctive relief in any court of competent jurisdiction without waiving its right to arbitration.
n) Right to Opt Out of Arbitration. If Social Playbook materially changes any terms of this Section 14 after the date you first accepted these Terms or any subsequent changes to these Terms, you may reject the new changes to Section 14 of these Terms by sending Social Playbook written notice, personally signed by you, by certified mail to the attention of Social Playbook, LLC at PO Box 4297, Incline Village, NV 89450 and by email to [email protected] within 30 days of the date such change became effective, as indicated by the later of (a) the “Last Updated” date of the Terms you seek to reject or (b) the date of our email to you notifying you of such change. Even if you reject a change, you will remain subject to the arbitration provisions of the last version of the Terms you had accepted. If you opt out, Social Playbook will also not be bound.
15) Miscellaneous.
a) Supplemental Terms. When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such services or features, as may be posted from time to time. All such guidelines, rules, or terms are hereby incorporated by reference into the Terms. To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services govern with respect to your use of such portion of the Services to the extent of the conflict.
b) Section Headers. Section headers are provided for convenience and do not affect the interpretation of any provision or the rights of any party.
c) Entire Agreement; No Assignment. These Terms, the Privacy Policy, and any other terms expressly incorporated by reference herein form the entire agreement between you and Social Playbook regarding your use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Social Playbook without restriction. These Terms operate to the fullest extent permissible by law.
d) No Joint Venture, Partnership, Employment, or Agency Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Social Playbook as a result of these Terms or your access to and use of the Services.
e) Severability. If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
f) Force Majeure. Social Playbook will be excused from performance under these Terms for any period when we were prevented from or delayed in performing any obligations under these Terms, in who or in part, due to circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, telecommunications, network, computer, server or Internet downtime, unauthorized access to Social Playbook’s information technology systems by third parties, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
g) No Waiver. Social Playbook’s failure to enforce any provisions of these Terms or respond to a violation by any party does not waive Social Playbook’s right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of Social Playbook’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Social Playbook with respect to such uses.
h) Contact. For inquiries or questions regarding these Terms or the Services, please contact Social Playbook at [email protected].
i) Legal Compliance. You hereby represent and warrant that (i) you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.