This Agreement sets forth your rights and obligations as a Social Audify User. By clicking “I Agree,” you indicate that you have read and understood this agreement and you will be bound by its Terms.

I. Definitions

A. “Social Audify ” is a company based in The Netherlands and holds the full ownership of this software.

B. “Parties” mean Social Audify (Social Audify) and you. Social Audify and you are each a “Party.”

C. “Terms” mean and refer to the Terms and Conditions set forth herein.

D. “User” refers to a person who has created a Social Audify Account. “User Account” refers to a User’s Social Audify Account.

E. “You” and “Your” means the Social Audify User who has executed this Agreement by clicking “I Agree.”

II. Becoming a Social Audify User

By clicking “I Agree” to these Terms, transferring payment to Social Audify, and creating a User Account, you become a Social Audify User. There are various services available to Users, and monthly prices applicable to such services. Social Audify services, and prices are posted at https://socialaudify.com/pricing/ and are subject to yearly indexing without notice.

Price changes are effective on the first day of the month after the price change is posted, By clicking “I Agree” and providing Social Audify your payment information you authorize Social Audify to charge you/your Credit Card in the amount indicated for the value of the services you select, including any future price changes as mentioned above. If you request a downgrade in services, the downgrade (and corresponding price reduction) will become effective on the first day of the month following your requested downgrade. By your continued use of Social Audify services, and unless you terminate this agreement as provided herein, you agree that Social Audify may charge you/your credit card monthly for the products and services you have selected, and you consent to any price changes for such services.

III. Term and Termination

Your User contract with Social Audify begins when you click “I Agree,” and will continue month-to-month until either:

A. Social Audify cancels your account due to your breach of any of the Terms of this Agreement. In the event this Agreement is cancelled due to your breach, you will not be entitled to pro-rate your last month’s use, nor will you be entitled to any refund for any payments you have made to Social Audify.

OR

B. you provide Social Audify ten (10) days’ e-mail notice, as provided herein, of your cancellation of your account. If you provide such notice less than ten (10) days before the first day of the next month, you / your credit card may still be charged. You will not be entitled to pro-rate your last month’s use, nor will you be entitled to any refund for any payments to Social Audify.

OR

C. You / your credit card or Social Audify’s charge is denied for any reason and you do not provide Social Audify a new credit card within ten (10) days.

IV. No License to use Social Audify Marks

Any content on any Social Audify website may constitute the intellectual property of Social Audify. Except where expressly authorized, no material on any Social Audify website may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. The Social Audify trademark and logo are proprietary marks of Social Audify, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Social Audify or any of Social Audify’s affiliates.

V. Indemnity.

You agree to protect, defend, indemnify and hold harmless Social Audify, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of your conduct. your indemnity obligation includes, but is not limited to, any third party claim against Social Audify for liability for payments for, damages caused by, or other liability relating to, you.

VI. No Warranty; No Leads.

Social Audify does not promise, guarantee or warrant your business success, income, or sales. you understand and acknowledge that Social Audify will not at any time provide sales leads or referrals to you. Additionally, Social Audify’s WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Social Audify MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY Social Audify WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. Social Audify MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY Social Audify WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY Social Audify WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY Social Audify’S WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY Social Audify’S WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

The Social Audify websites may include inaccuracies, errors and materials that conflict with these Terms. In the event of any conflict between anything posted on any Social Audify website and these Terms, these Terms shall control.

VII. Limitation of Liability.

YOU AGREE THAT IN NO EVENT SHALL Social Audify’S LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO Social Audify FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST Social Audify OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.

VIII. Force Majeure.

Social Audify will not be responsible to you for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Social Audify. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Social Audify shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

IX. Assignment of Rights.

Social Audify may assign its rights under this Agreement at any time, without notice to you. your rights arising under this Agreement cannot be assigned by without Social Audify’s or its assigns express written consent.

X. Information; Registration; User Names and Passwords

As a Social Audify User, you will be required to create an account with Social Audify. Uou warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person. You are responsible for maintaining the confidentiality of any password you may use to access your Social Audify user account, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to your user account, to any third party. So called “agency accounts,” or accounts in which you host accounts for third parties, are prohibited. Should your usage data indicate, in Social Audify’s reasonable opinion, that you are operating an “agency account,” i.e., hosting accounts for one or more third parties, you will be subject to cancellation of your Social Audify User Account or enhanced pricing for your Social Audify account, at Social Audify’s discretion. you are fully responsible for all transactions with, and information conveyed to, Social Audify under your User Account. you agree to immediately notify Social Audify of any unauthorized use of your password or User name or any other breach of security related to your User account. You agree that Social Audify is not liable, and you will hold Social Audify harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations.

XI. Prohibited Activity.

Social Audify has the right to terminate this Agreement at any time if you engage or have ever engaged in any of the following:

A. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Social Audify’s reputation; and the violation of the rights of Social Audify or any third party.

B. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for UCE/spam. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Social Audify’s reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

C. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; promoting the sale or use of illegal drugs (including but not limited to Marijuana derived CBD Oil), or that violates the intellectual property rights of another.

XII. Contact

If you have any questions or complaints concerning any of the Terms, you may contact Social Audify by e-mail at contact@socialaudify.com, or by regular mail at Frambozenweg 45, 2321KA, Leiden, The Netherlands.

XIII. Digital Millennium Copyright Act

If you believe that materials or content available on any Social Audify website infringes any copyright you own, you or your agent may send Social Audify a notice requesting that Social Audify remove the materials or content from the Social Audify website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Social Audify a counter-notice. Notices and counter-notices should be sent to Social Audify by e-mail to contact@socialaudify.com.

XIV. Arbitration, Governing Law, and Attorneys’ Fees.

A. ARBITRATION. Any claim or grievance of any kind, nature or description that you have against Social Audify including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in The Netherlands. You agree not to file suit against Social Audify or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by you and Social Audify. In the event that you and Social Audify are unable to reach agreement on an Arbitrator, you and Social Audify will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of The Netherlands. The arbitrators selected by you and Social Audify will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on you and Social Audify and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.

B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of The Netherlands without regard to any choice of law provisions.

C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that you will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim you have against Social Audify to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Social Audify may not be joined or consolidated with claims brought by anyone else.

D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.

E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Social Audify from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Social Audify’s rights prior to, during, or following any arbitration proceeding.

F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either you or Social Audify commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.

XV. Changes to Terms

Social Audify reserves the right to change these Terms, in whole or in part, from time to time at Social Audify’s sole and absolute discretion, and to provide you with notice of such change by any reasonable means, including without limitation posting revised Terms on https://socialaudify.com/terms-and-conditions/. By your continued use of Social Audify’s services, and unless you terminate this agreement as provided herein, you manifest your agreement to any subsequent changes to the Terms.

XVI. Severability

If any Term set forth herein is deemed unenforceable under any applicable law, the remaining Terms shall remain in full force and effect and these Terms shall be read, collectively, as if the unenforceable Term(s) were omitted.

XVII. Waiver.

No waiver by Social Audify of any breach or default of these Terms will be deemed to be a waiver of any preceding or subsequent breach or default.

XVIII. Heading.

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

XIX. Notice.

Any notice required to be given to Social Audify under or related to these Terms must be in writing, addressed as follows:

Social Audify

2321KA Leiden

The Netherlands

General Support and Inquiries: https://socialaudify.com/contact/

Compliance: contact@socialaudify.com

Spam or Abuse: abuse@socialaudify.com

XX. Data Privacy Shield – GDPR

• What is GDPR? It is the EU Data Privacy Shield that becomes effective on May 25, 2018. It applies to any person or business that sells or markets goods or services to EU residents or deals with personal data of those that reside under European Union.  The “Personal Data” definition under GDPR is very broad as it covers any information that could potentially identify the data subject being targeted.

• Is Social Audify GDPR Compliant? Yes. See Privacy Policy for more informations

VAT

You are responsible for applying your own and correct VAT-number. Social Audify does not accept any responsibility for any wrong VAT-numbers being provided by you.

We currently do not charge VAT if you are outside of the European Union. Social Audify reserves the right to increase your price with your local VAT-percentage in case we become liable to pay VAT in your country.