Last modified August 5, 2015
Welcome to Social Delta. These terms and conditions (“Terms of Service” or “Agreement”) govern your access to and use of the Social Delta LLC (“Social Delta”) services and website accessible via www.socialdelta.com, including successor domain names (the “Site”), and any and all information, text, graphics, photos, or other materials uploaded, downloaded, or appearing on the Services (as defined below).
Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
Social Delta reserves the right, at any time, to update and change any or all of these Terms of Service, in its sole discretion, including but not limited to the fees and charges associated with the use of the Services. If Social Delta does so, it will post the modified Terms of Service on the Site, though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. You are responsible for regularly reviewing the most current version of the Terms of Service, which are currently available at: http://www.Social Delta.com/terms. When Social Delta changes these Terms of Service, Social Delta will modify the "Last Modified" date above.
“Authorized Users” are individuals who are directly accessing the Services via an online sign-up process.
“Customer Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Social Delta by or on your behalf in relation to the use of the Services including any Feedback.
“Fair Use Policy” means the limits placed on usage as described in Section 2.5.
“Mentions” means the information, including links, posts, and excerpts, that has been made publicly available and obtained by Social Delta on your behalf from the Internet, and data derived therefrom, including reports, summaries, graphs, and charts.
“Query” means a search string that an Authorized User uses to define what words and phrases must be present in a Mention for that Mention to be included in the applicable stream.
“Services” means the Social Delta services made available via Social Delta’s proprietary software delivered through the Site that provide for a single log-in, centralized web dashboard that enables you to manage and publish social media content the Site as well as to multiple Supported Platforms, including any modifications or Updates (as defined below).
“Supported Platform(s)” means the social networking site(s) currently supported by the Services, including Twitter, Instagram, and other social networking sites as described via the Site.
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any installments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
During the Term (as defined below), subject to the terms and conditions of this Agreement, and solely for your personal or own business purposes, Social Delta shall use commercially reasonable efforts to make the Services available to you.
You acknowledge that from time to time Social Delta may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). Excluding the addition of wholly new products, Social Delta shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”). You acknowledge that the Services interoperate with several Supported Platforms, and that the Services provided are highly dependent on the availability of such Supported Platforms. If at any time any Supported Platforms cease to make their programs available to Social Delta on reasonable terms, Social Delta may cease to provide such features to you without entitling you to refund, credit, or other compensation.
You shall (i) be responsible for your compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Customer Content and of the means by which you acquired or generated Customer Content; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify Social Delta if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your (or any Authorized User’s) user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services. You must not (a) make the Services available to anyone other than to your Authorized Users; (b) allow more than one individual Authorized User to use your account; (c) sell, trade, or otherwise transfer your account to another party; (d) use the Services to store or transmit any content, including Customer Content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
You understand that by using the Services you may be exposed to third-party content, information, and Mentions that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. Social Delta does not own, control, or review Mentions, and unless Customer creates the content of Mentions, Mentions shall not be considered “Customer Content” under any circumstances. Mentions may be indecent, offensive, inaccurate, unlawful, or otherwise objectionable. Social Delta has no obligation to preview, verify, flag, modify, filter, or remove any Mentions, even if requested to do so, although Social Delta may do so in its sole discretion. Your use of Mentions is at your sole risk, and Social Delta shall not be liable to you or any third party in relation to Mentions.
Social Delta may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other customers of Social Delta.
You acknowledge that the Services may enable or assist you to access and interact with Supported Platforms and other third parties via third-party websites or applications (collectively, the “Third-Party Services”). When you access the Third-Party Services, you will do so at your own risk. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Service, is between you and the relevant third party, and not Social Delta. Social Delta makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.
You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Social Delta’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
As between you and Social Delta, Social Delta retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Social Delta’s rights or interests therein or any other Social Delta intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Social Delta. You may from time to time provide suggestions, comments or other feedback to Social Delta with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Social Delta notwithstanding anything else.
By submitting, posting, uploading, emailing or otherwise providing your Customer Content to the Service, you hereby grant (and warrant that the owner of such rights has expressly granted) to Social Delta a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit your Customer Content, in any format or medium now existing or hereinafter invented and whether for commercial or non-commercial purposes in connection with the Service and/or Social Delta’s businesses, including any successors thereto. Specifically, the foregoing license includes, without limitation, permission for Social Delta, to: (i) publicly display, publicly perform, transmit, distribute, copy, store, sell, republish, reproduce and/or provide your Customer Content, whether in its original form, as part of a collective work or otherwise; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on your Customer Content; (iii) distribute, transmit, and/or display your Customer Content via the Service or such technologies as are supported by Social Delta from time to time; and (iv) display advertisements in connection with any display of your Customer Content. You hereby waive, and warrant that the owner has expressly waived, any and all moral rights to your Customer Content. You also hereby grant each user of the Service a non-exclusive license to access your Customer Content through the Service, and to use and display your Customer Content as permitted through the functionality of the Service and under this Agreement.
You are solely responsible for the Customer Content that you or Authorized Users curate, upload, publish, display, link to, or otherwise make available via the Services, and you agree that Social Delta is only acting as a passive conduit for the online distribution and publication of the Customer Content and the online display of Queries and Mentions. Social Delta retains the authority to remove any Customer Content uploaded that it deems in violation of this Agreement, at its sole discretion.
You specifically represent and warrant that your Customer Content and the distribution and/or publication of your Customer Content through the Service or through and/or by Social, directly or indirectly and in any format or medium now existing or hereinafter invented, does not, and shall not, infringe on or misappropriate the rights of any third party, nor shall doing so violate any right of any person. You further represent that you have paid all license fees and/or other fees required to be paid to third parties for performance of your obligations or exercise of your rights hereunder, for the grant of the licenses hereunder and for any other act by you under this Agreement, and you covenant to timely pay any and all such fees required to be paid in the future for such actions. You further expressly agree that, as between you, on the one hand, and Social Delta, any obligation to pay third party fees as a result of distribution of your Customer Content pursuant to this Agreement shall be your obligation and not the obligation of Social Delta.
You agree not to (a) take any action or (b) upload, download, submit, post, email or otherwise provide, distribute or facilitate distribution of any of your Customer Content using any communications service or other service available on or through the Service, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ii) is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, offensive, profane, pornographic or obscene, or promotes hate or incites violence; (iii) misrepresents the source or identity of any content; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) or a chain letter, a pyramid scheme or any other similar solicitation; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Social Delta or any third party; (vi) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Social Delta; (vii) constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities or any items that would cause Social Delta to violate any applicable law or regulation.
If you sign-up for a Social Delta account this Agreement shall commence on the day you access the Services for the first time and shall continue until your account is cancelled and you cease using our Services.
If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to Social Delta, Social Delta can terminate or suspend your Social Delta account at our sole discretion. Social Delta will notify you by email or at the next time you attempt to access your account. You may also cancel or disable your Social Delta account at any time.
Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; and (ii) you will have no further access to your accounts provided by Social Delta.
Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, SOCIAL DELTA EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOCIAL DELTA SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, SOCIAL DELTA DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SOCIAL DELTA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SOCIAL DELTA DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE CUSTOMER CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. SOCIAL DELTA DOES NOT CONTROL OR VET CUSTOMER CONTENT OR MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. SOCIAL DELTA IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. SOCIAL DELTA EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY SOCIAL DELTA OR ANYTHING RELATED TO SOCIAL DELTA, YOU MAY CANCEL YOUR SOCIAL DELTA ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE SECTION 4.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND SOCIAL DELTA’S SOLE AND EXCLUSIVE LIABILITY).
You shall defend, indemnify, and hold harmless Social Delta, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Customer Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Customer Content, or your breach of this Agreement; or (c) relating to, or arising from, Third-Party Services.
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOCIAL DELTA’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. SOCIAL DELTA DOES NOT OFFER ANY WARRANTY OR REMEDIES FOR THE INTERRUPTION OR CESSATION OF ACCESS OR TRANSMISSION TO OR FROM THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOCIAL DELTA, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL SOCIAL DELTA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SOCIAL DELTA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF SOCIAL DELTA FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF SOCIAL DELTA, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF SOCIAL DELTA; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of Social Delta (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. Social Delta may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you.
Social Delta reserves the right to modify, supplement, or replace the terms of this Agreement, effective upon posting on the Social Delta website or notifying you otherwise. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms. Except for changes made by Social Delta as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement bearing a written signature by Social Delta and you.
Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
For purposes of service messages and notices about the Services, Social Delta may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from Social Delta to an email address associated with your account, even if Social Delta has other contact information. You also agree that Social Delta may communicate with you through your Social Delta account or through other means including email, mobile number, telephone, or delivery services including the postal service about your Social Delta account or services associated with Social Delta. You acknowledge and agree that Social Delta shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to Social Delta via email with a duplicate copy sent via registered mail to Social Delta, c/o Response Labs Inc., 101 N. Haven Street, Suite 301, Baltimore, MD 21224; Attention: General Counsel. The email address provided may be updated as part of any update to these Terms of Service.
No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
This Agreement and your relationship with Social Delta shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in Baltimore, Maryland, USA and shall be considered to have been made and accepted in Baltimore, Maryland, USA, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Baltimore, Maryland. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.