You may use the Services only if you can form a binding contract with us and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
Description of Services
We make various Services available on this Site including Services which utilize social listening and marketing automation to help businesses find new customers on Twitter. Other Services may include “Campaigns”, which are specialized offerings you design to offer to your prospective customers, assistance with key word searches, individualized Tweets to your prospective customers performed by us, and account management support. You will select the Services you would like to receive when ordering the Services. You are solely responsible for providing, at your own expense, all equipment necessary to use the Services, including, but not limited to, a computer or other devices and Internet access.
We are regularly updating and revising our offerings of Services, and we may modify, limit, or discontinue Services at any time without notice. In addition, the services that Twitter provides are always evolving and may change from time to time without prior notice to you, which may affect the provision of our Services. To the extent that we provide information on availability of Services, you should not rely on such information, and we will not be liable for any lack of availability of services that you may have ordered.
We reserve the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based Services, changes or limitations to Services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current Services on this Site shall also be subject to these Terms.
You acknowledge that temporary interruptions of the Services, this Site, and/or the Twitter Platform may occur as normal events; and you acknowledge that certain Services may only be provided during regular normal business hours, and all Services are subject to regular maintenance windows. You further acknowledge that we have no control over the Twitter Platform or any third party networks you may access in the course of the use of this Site, and therefore, delays and disruption of other network transmissions are completely beyond our control. You acknowledge that the Services available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any of your communications or personalization settings. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Services or broadcast elsewhere.
Registration Data and Privacy
You are solely responsible for maintaining the confidentiality of your account and password and for any and all statements made and acts or omissions that occur through the use of your account and password, including any mail sent and any charges incurred. Therefore, you must take all reasonable steps to ensure that unauthorized persons do not gain access to your account and password. You will be fully responsible for any persons you authorized to access and use your account, and we reserve the right to immediately suspend or terminate your account in the event of any improper use or sharing thereof.
We may employ automated monitoring devices or techniques to protect our users from mass unsolicited mailings (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.
Mailboxes have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block email messages that exceed the limit. We will not be responsible for such deleted or blocked messages.
Payment of Fees
If you subscribe to a Service on this Site that requires payment of a fee, you will pay all fees associated with such Service. We will accept payment by any of the credit cards shown as acceptable on our Site at the time of your payment. Recurring charges are billed in advance of Services. You will provide us with accurate and complete billing information, including your name, valid credit card information, telephone number, and any other required information, and will provide us with any changes in such information promptly.
You acknowledge that until your subscription to the Service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the Service.
If, for any reason, your credit card company refuses to pay the amount billed for the Services, we may, at our option, suspend or terminate your account and subscription to the Services and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts. In the event legal action is necessary to collect on balances due, you will reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
Your Conduct on Site
You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. Your use of the Site and Services is subject to all applicable laws and regulations, and you are solely responsible for the Content of your communications through the Services or the Site. When posting information in or otherwise using any communications Service or other interactive Service that may be available to you on or through this Site, you will not upload, share, post, or otherwise distribute or facilitate distribution of any Content that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), is indecent or objectionable in our sole judgment, or otherwise violates our rules or policies; (ii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (v) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (vi) impersonates any person or entity, including any of our employees or representatives.
You will be responsible for reviewing and approving the guidelines for all Campaigns, for any responses you make directly to your customers, and for the Content of any landing page (whether hosted by you, us, or a third party) to which your customers are directed by a Tweet. You will also be responsible for ensuring that any instructions you provide to us with regard to Campaigns or other guidelines for Tweets will enable us to comply with all federal, state, local, international, or other laws and regulations applicable to your business.
In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the Site may be available to you or other authorized users of the Site. You shall not interfere with anyone else’s use and enjoyment of the Site or other similar services. Users who violate systems or network security may incur criminal or civil liability.
You acknowledge that we may at any time, and at our sole discretion, suspend or terminate your account without prior notice to you for violating any of the above provisions. In addition, you acknowledge that you will cooperate fully with investigations of violations of systems or network security at other Sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
Third Party Sites and Information
This Site may link you to other Sites on the Internet or otherwise include references to information, documents, software, materials, and/or services provided by other parties. These Sites may contain information or material that some people may find inappropriate or offensive. These other Sites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the Content of such Sites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Site or party by us, or any warranty of any kind, either express or implied.
Intellectual Property Information
We neither endorse nor assume any liability for the Contents of any material uploaded or submitted by third party users of the Site. We generally do not pre-screen, monitor, or edit the Content posted by users of communications services, including you, or other interactive services that may be available on or through this Site. However, we and our agents have the right at our sole discretion to remove any Content that, in our judgment, does not comply with these Terms and any other rules of user conduct for our Site or the Services, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such Content. You hereby consent to such removal and waive any claim against us arising out of such removal of Content.
You acknowledge that all Content presented to you on this Site may be protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws, and is the sole property of us, our Affiliates, and/or the respective end user. You are only permitted to use the Content as expressly authorized by us or the specific Content provider. Any unauthorized use of the materials appearing on this Site may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.
Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of this Site believes its copyright, trademark, or other property rights have been infringed by a posting on this Site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed; Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials; A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.
Designated Agent for Claimed Infringement:
Social Compass, LLC
2701 N Collins Blvd, Ste 101
Richardson, TX 75080
You acknowledge that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
Use of Site and Storage of Material
We may provide storage space and access for Content through our Site. You may not use this Site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in “Your Conduct on the Site” above. We may also suspend the account, restrict access to it, or remove Content from it if necessary or appropriate in our sole discretion.
You acknowledge that we may establish general practices and limits concerning use of the Services available on our Site, including without limitation the maximum number of days that uploaded Content will be retained on the Site, the maximum disk space that will be allotted or our storage devices on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge that we have no responsibility or liability for the deletion or failure to store any Content maintained or transmitted on or through this Site. You acknowledge that we reserve the right to log off accounts which have not paid a subscription fee or that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in suspension or termination of your account or limitation of your activities.
Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SITE OR OTHERWISE OFFERED BY US ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE, OR (D) THE LEVEL OR QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, REVENUE, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, THE SERVICES, OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of this Site shall be limited to the greater of US$100 or the amount you actually paid us for the Services on the Site during the six month period prior to your claim.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You will defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, damages, obligations, losses, costs, debt and expenses, including attorney’s fees and costs which arise from your or any of your authorized users’: (i) use of this Site or any social media platform which you access and use in connection with Services provided by us; (ii) Content; (iii) violation of any term of these Terms, including but not limited to Section 6 (Your Conduct on Site); (iv) violation of the Twitter Terms; or (v) violation of any third-party right, including but not limited to any intellectual property right, proprietary right, or privacy right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. Your indemnification obligations shall survive the termination of these Terms and your use of the Site AND THE SERVICES.
Termination of Use
You acknowledge that we may, in our sole discretion, suspend or terminate your access to all or part of the Site or the Services with or without notice and for any reason, including, without limitation, (i) if you breach these Terms, (ii) if you create risk or possible legal exposure for us; (iii) if our provision of the Services to you is no longer commercially viable, or (iv) for any reason upon thirty (30) days’ notice to you. Any suspected fraudulent, abusive, or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
Upon suspension or termination, regardless of the reasons therefore, your right to use the Services available on this Site immediately ceases, and you acknowledge that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this Site. We shall not be liable to you or any third party for any claims or damages arising out of any suspension or termination or any other actions taken by us in connection therewith. These Terms, as well as your liability for any unpaid fees, shall survive any termination.
After the initial term, if any, you may terminate this Agreement at any time; provided however we will have no obligation to refund any prepayments for Services. You will need to provide your name and email associated with your account, as well as the words “Terminate my Account” in the subject. You can send that information to firstname.lastname@example.org or the physical business address listed in the Notices section.
Service and Support
All requests for technical Service and support with respect to the Services available through our Site should be made by contacting us by e-mail at email@example.com or by mail at the address in the Notices section. We will do our best to help you; however, we cannot guarantee that every problem will be resolved to your satisfaction or within your preferred timeframe.
This Site (excluding any linked sites) is controlled by us from our offices within the State of Texas, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of Texas, by accessing this Site both of us acknowledge that the statutes and laws of the State of Texas, without regard to the conflicts of laws principles thereof. The United Nations Convention on the International Sales of Goods will not apply to these Terms.
Contact Info; Notice
Except as explicitly noted on this Site, the Services available through this Site are offered by Social Compass, LLC, a Delaware limited liability company, located at 703 McKinney Ave., Suite 433, Dallas, TX 75202. Our telephone number is 214-254-4729. You may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. Please be aware that your state’s consumer protection agencies and departments may be contacted in writing or by telephone. If you notice that there is a violation of these Terms, please contact us at the above address.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of President at firstname.lastname@example.org, if by email, or at to the address above if by conventional mail. Notices to you may be sent either to the email address supplied for your account or to the address, if any, supplied by you as part of your Registration Data. It is your responsibility to keep this information current in our records. In addition, unless otherwise required by law, we may broadcast notices or messages through the Site to inform you of changes to the Site or other matters of importance, and such broadcasts shall constitute notice to you.
These Terms constitute the entire agreement and understanding between us concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. Any attempt to alter, supplement, or amend these Terms or to enter an order for products or Services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.
Changes in Terms
These Terms are effective as of August 19, 2015. We reserve the right to change these Terms from time to time without notice to you. If the changes to the Terms, in our sole discretion, are material, we will notify you via e-mail to the email associated with your account. The current version of the Terms will be posted on our Site. You acknowledge that it is your responsibility to review these Terms periodically and to be aware of any modifications. Your continued use of this Site and the Services after such modifications will constitute your acknowledgement of the modified Terms and agreement to abide and be bound by the modified Terms.
If you object to these Terms or any subsequent updates to them, or become dissatisfied with the Services in any way, your only remedy is to immediately discontinue your use of the Services, and terminate your account by notifying us in writing.
International Use; Export Controls
Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.
Software available on or through this Site may be subject to United States Export Controls. No software from this site may be downloaded or exported (a) into (or to a resident of) any country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using our software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
If the parties wish to enforce these Terms and they are unable to resolve the dispute through negotiation or mediation within a reasonable time after written notice from one party to the other that a dispute exists, the dispute SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION administered by the American Arbitration Association (AAA). The arbitration will be limited solely to the individual dispute or controversy between you and US. YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitration hearing shall take place in Dallas, Texas (unless the arbitrator orders otherwise), and will be governed by the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrator shall base its award on the terms of any written agreement(s), and will follow the law and judicial precedents that a United States District Judge sitting in the NORTHERN District of Texas would apply to the dispute (THAT DO NOT CONFLICT WITH the PROVISIONS OF THESE TERMS). In any action to enforce these Terms through arbitration, EACH party will PAY HALF OF THE ARBITRATOR’S FEES, BUT OTHERWISE WILL BEAR all of its own expenses in connection with the arbitration. Any action brought by you against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.
You may not assign your rights and obligations under these Terms to any party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Terms.
You will not sell, resell, reproduce, duplicate, copy, or use for any commercial purposes any portion of this Site, or use of or access to this Site.
As used in these Terms, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Services.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, force majeure, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.