PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, DO NOT ACCESS OR USE OUR SERVICES.
These Terms of Service (these “Terms”) are between you and Socials LLC (“Socials,” “we,” or “us”) and apply to your access to, use of, and participation in Socials’s online products and services, including the website located at www.startupmonthly.com (collectively, our “Services”). These Terms do not change the terms or conditions of any other written agreement you may have with us for products, services, or otherwise. If you are using our Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on the entity’s behalf and that the entity agrees to be responsible to Socials if you violate these Terms.
We reserve the right to change these Terms at any time at our discretion, except as expressly set forth in these Terms. If we make changes to these Terms, we will provide notice of such changes, such as by sending you an email, by providing notice through our Services, or by updating the “Last Updated” date at the top of these Terms. Your continued use of our Services following the posting of any changes will confirm that you accept the changed Terms. We encourage you to review these Terms regularly to ensure that you understand the terms and conditions that apply to your use of our Services. If you do not agree to the changed Terms, you must stop using our Services.
Account Information To access certain areas and features of our Services, you must apply for an account with us. We reserve the right to deny any account at our discretion. You represent and warrant to us that all information that you provide in connection with your account is accurate, truthful, current, and complete. We reserve the right to terminate your access to any of our Services if you at any time provide false, inaccurate, or misleading information in connection with your account. You will maintain the security of any account your register with us or that we otherwise authorize you to access or use, including the password used to access the account, and will promptly notify us if you discover or otherwise suspect any security breaches related to the account. By applying for an account with us, you agree to accept all risks of unauthorized access to the account.
(a) Socials Materials. Unless otherwise indicated, our Services and all content and other materials provided through our Services, including the Socials logo and all designs, text, graphics, pictures, videos, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Materials”), are the proprietary property of Socials or our licensors or users and are protected by the U.S. and international copyright laws.
(b) License. Subject to the terms and conditions of these Terms, you are granted a limited, non-sublicensable, non-exclusive, non-transferable license to access and use our Services, and access and use the Materials and User Content (as defined below) through our Services, solely for purposes for which they are provided. Except as expressly permitted on our Services or in writing by us, you may not do any of the following in connection with our Services: (i) sell, resell, or commercially use our Services or the Materials; (ii) distribute, publicly perform, or publicly display any part of the Materials; (iii) modify or otherwise make any derivative uses of any part of our Services or the Materials; (iv) use any data mining, robots, or similar data gathering or extraction methods; (v) download (other than via page caching) any part of our Services or the Materials that are not expressly provided by us for download; or (vi) use any part of our Services and the Materials for anything other than for their intended purposes. Any use of our Services, the Materials, or User Content other than as specifically authorized by these Terms or in writing by us is prohibited and will terminate the license granted to you in this section. Any unauthorized use also may violate applicable laws, including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.
(c) Third-Party Products and Services. Socials may provide information about third-party products or services and include links to third-party products and services through our Services. We do not control, endorse, or adopt any third-party information on our Services and make no representation or warranties of any kind regarding third-party information on our Services, including representation or warranties as to its accuracy or completeness. Your business dealings or correspondence with, or participation in promotions of, these third parties (and any terms, conditions, warranties, or representations associated with those dealings, correspondence, or promotions) are solely between you and the third parties. We are not responsible for, and will not be liable for, any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions, or any third-party information on our Services.
(d) Permitted Use of Our Services. Our Services may include discussion forums, blogs, private messages, emails, or other interactive features or areas, such as the blog, where you or other users can create, post, transmit, or store content, including text, music, sound, photos, images, video, graphics, code and other items or materials (collectively, “User Content”). User Content posted on interactive areas of our Services is publicly viewable to others. You are solely responsible for your User Content and for your use of such interactive areas, which you use at your own risk. By using the interactive areas of our Services, you will not (and will not allow or authorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through our Services any of the following:
User Content that is disrespectful towards others, unlawful, libelous, defamatory, invasive of privacy or publicity rights, abusive, or otherwise objectionable; User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, state, national, or international law; User Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy, or proprietary right of any party; private information of any third party individuals, including addresses, phone numbers, Social Security numbers, and payment card information; viruses, corrupted data or other harmful, disruptive, or destructive files; User Content that, in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Socials or our users to harm or liability of any type. You are solely responsible for your conduct in connection with Services. You will not violate any law, violate any contract, intellectual property, or other third-party rights, or commit a tort in connection with our Services. In addition, you will not do, and will not allow or authorize any third party to do, any of the following:
use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner; impersonate or post on behalf of any person or entity, or otherwise misrepresent your affiliation with a person or entity; cheat or use unauthorized exploits in connection with our Services; stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users; send, distribute, or post spam or unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; harvest or otherwise collect information about our users, including email addresses, without their permission; use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegal activity or other activity that violates these Terms; circumvent or attempt to circumvent any filtering, copy protection mechanisms, security measures, or other features we may adopt to protect our Services, our users, or third parties. Your use of our Services is at your own risk. Socials is not responsible or liable for the conduct of, or your interactions with, any other users of our Services (whether online or offline) or for any associated loss, damage, injury, or harm. As a provider of interactive services, Socials is not liable for any statements, representations, or User Content provided by our users through the interactive area of our Services. Although we have no obligation to screen, edit, or monitor any User Content, we reserve the right and have the discretion, to remove, screen, or edit any User Content posted or stored on our Services at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on our Services at your sole cost and expense.
(e) Rights in User Content. By submitting or posting User Content on our Services, you hereby grant to Socials a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content, and your name, company name, location, and any other information you submit with such User Content, in connection with providing our Services. The use of your or any other user’s name, likeness, voice, or identity in connection with various features on our Services does not imply any endorsement of such features of our Services unless explicitly stated otherwise.
Trademarks Socials’s name, Socials’s trademarks, Socials’s logos, and any other Socials product or service name or slogan included in our Services (collectively, the “Socials Marks”) are trademarks of Socials and may not be copied, imitated or used, in whole or in part, without the prior written permission of Socials or the applicable trademark holder. In addition, the look and feel of the Socials, including all custom graphics, button icons, and scripts are the service marks, trademarks, or trade dress of Socials and may not be copied, imitated, or used (in whole or in part) without our prior written permission. All other trademarks, registered trademarks, product names, company names, and logos mentioned in the Socials Marks (“Third-Party Trademarks”) are the property of their respective owners, and any use of Third-Party Trademarks will inure to the benefit of the applicable trademark owner. The use of Third-Party Trademarks is intended to denote interoperability and does not constitute either of the following: (a) an affiliation by Socials and our licensors with such company; or (b) an endorsement or approval by such company of Socials and our licensors and our products or services.
Copyright Policy (a) Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Socials has adopted a policy of terminating, in appropriate circumstances and at our discretion, account holders who are deemed to be repeat infringers. We also may, at our discretion, limit access to our Services and terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
(b) Copyright Complaints. If you believe that anything on our Services infringes upon any copyright that you own or control, you may file a notification with Socials’s Designated Agent as set forth below:
Designated Agent: Vadim Slavin Address of Designated Agent: 225 Bush St. San Francisco, CA 94104
Telephone Number of Designated Agent: +1 (650) 416-6882
Email Address of Designated Agent: firstname.lastname@example.org
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Socials or the alleged infringer as the result of Socials relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Feedback You can submit questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information about any part of our Services (collectively, “Feedback”). Feedback, whether posted to our Services or provided to us by email or otherwise, are non-confidential and will become our sole property. We will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Representations and warranties You represent and warrant the following: (a) you will comply with all applicable laws, regulations, rules, orders, and other requirements, now or hereafter in effect, of any applicable governmental authority and all of the terms and conditions of these Terms when using the Socials Marks, or otherwise using our Services; (b) you own and control all of the rights to the User Content that you post, or you otherwise have all necessary rights to post, distribute, and reproduce such User Content to our Services; and (c) all such User Content is accurate, non-confidential, and not misleading or harmful in any manner.
Disclaimers EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY Socials, the Socials MARKS, third-party trademarks, OUR SERVICES, AND THE MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Socials HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD ANY Socials MARKS, third-party trademarks, OUR SERVICES, AND THE MATERIALS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY Socials, Socials DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY CONTENT CONTAINED THEREIN IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. YOU HEREBY AGREE THAT YOU HAVE RELIED ON NO WARRANTIES.
Our Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. We are not responsible for any delays, delivery failures, or other damages resulting from such problems. Socials reserves the right to modify or discontinue (whether temporarily or permanently) any or all of our Services without prior notice, and hereby disclaims all liability for any such modification, suspension, or discontinuance.
Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT will Socials OR OUR independent contractors, SUPPLIERS, and consultants, OR THEIR respective directors, OFFICERS, employees, and agents (COLLECTIVELY, THE “Socials PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, DATA, OR PROFITS), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS, Socials MARKS, third-party trademarks, OUR SERVICES, AND THE MATERIALS, OR ANY RELATED PRODUCTS OR SERVICES, EVEN IF ANY OF THE Socials PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL, AGGREGATE LIABILITY OF THE Socials PARTIES ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT (IF ANY) YOU PAID TO ACCESS OR USE OUR SERVICES; MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PART OF OUR SERVICES, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING OUR SERVICES.
Indemnification You will defend, indemnify, and hold harmless the Socials Parties from and against any third-party claims, damages of any kind, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to any of the following: (a) your use of our Services or Third-Party Trademarks; (b) your conduct in connection with our Services or Third-Party Trademarks; (c) any User Content or Feedback you provide; (d) your violation of these Terms; or (e) your violation of the rights of another.
Dispute Resolution PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE IT REQUIRES YOU AND Socials TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.
You and Socials agree to arbitrate any dispute, claim, or controversy arising from or related to these Terms or our Services, except that neither you nor Socials is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU AND Socials FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Socials agree as follows: (a) you will each notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration; (b) any arbitration will occur in San Francisco, California, U.S.A.; and (c) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS (or its successor). The language of all proceedings and filings will be English. Except as expressly provided herein, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will be binding upon the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitrator determines that the expenses will be otherwise assessed. Whether the dispute is heard in arbitration or in court, you and Socials will not commence against the other a class action, class ARBITRATION, or other representative action or proceeding.
You can choose to reject this agreement to arbitrate (“opt-out”) by sending Socials a written opt-out notice (the “Opt-Out Notice”) to email@example.com within thirty (30) days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of these Terms will continue to apply.
Venue; Governing Law The state and federal courts located in County of San Francisco, California, U.S.A. will have exclusive jurisdiction over any suit in connection with our Services or these Terms that is not subject to arbitration, and you and Socials hereby irrevocably and unconditionally permission and submit to the exclusive jurisdiction of such courts. These Terms and your use of our Services will be governed by and construed in accordance with the laws of the State of California, U.S.A., without resort to its conflict of law provisions.
Termination Notwithstanding any of these Terms, we reserve the right, without notice and at our discretion, to terminate your license to use our Services and to block or prevent your future access to and use of our Services.
General Enforcement of these Terms is solely at Socials’s discretion, and failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or another part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above) then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. As used in these Terms, “including” means “including, without limitation,”. The section headings these Terms and are for reference purposes only and will not affect the meaning or interpretation of these Terms.
Questions or Comments Questions or comments about these Terms may be directed to Socials at firstname.lastname@example.org.
Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Customer means the person or business which purchases the Services from the Operator.
Customer Data means the data inputted by the Customer, Authorised Users, the Operator or HeySummit on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including blog posts of the Customer posted on the Customers website.
Documentation means the HeySummit documentation made available to the Customer online via https://heysummit.com/ or such other web address notified by Operator or HeySummit to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
HeySummit means Hey Summit Ltd registered at 71–75 Shelton Street Covent Garden London WC2H 9JQ under company number 11538852.
HeySummit Marks means any trademarks, service marks, service or trade names, logos, and other designations of HeySummit and its affiliates that we may make available to you in connection with this Agreement.
Operator means the HeySummit customer from whom the Customer has purchased the Services.
Platform means the digital resource provided by HeySummit to the Operator to allow the Operator’s Customers to run and participate in online summits.
Services means provision of the Hey Summit Platform.
Software means the online software applications provided by HeySummit as part of the Services.
User Subscriptions means the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.1. Subject to the Customer purchasing User Subscriptions, the restrictions set out in this clause 2 and the other terms and conditions of these terms, HeySummit hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.3. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential.
3.1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
3.1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.1.2. facilitates illegal activity;
3.1.3. depicts sexually explicit images;
3.1.4. promotes unlawful violence;
3.1.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
3.1.6. is otherwise illegal or causes damage or injury to any person or property; and HeySummit reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. HeySummit is not obliged to remove or recognise such content contained in any material or Customer Data and the Customer shall be fully liable for the same.
3.2. The Customer shall be responsible for ensuring that content of the Customer Data is satisfactory for publication to Third Party Social Sites and is in compliance with clause 3.3 above.
3.3. The Customer shall indemnify HeySummit against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by HeySummit arising out of or in connection actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with publication of the Customer Data.
3.4. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:
3.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
3.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.4.4 use the Software, Services and/or Documentation to provide services to third parties; or
3.4.5 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement.
3.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; and
3.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify HeySummit.
3.6. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
4.1. The Customer acknowledges and agrees that HeySummit and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, the Customer is not granted any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
4.2 All licenses granted to the Customer are conditional on the Customer’s continued compliance with these terms, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of HeySummit’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use HeySummit Marks without prior written consent from HeySummit.
4.3. HeySummit confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).