Terms and Conditions

All content of this website is copyright © SOCIFI Ltd. All rights reserved.

Glossary of terms

Ad - is a promotional message in the form of Click to Website, Video, App Install, Offer, Survey or Social networks ad.

Advertiser - registered SOCIFI user sending his own ads to the 3rd party hotspot networks or Global AdExchange system.

Brand - stands for your business (a product, service, or concept) that is publicly distinguished from other products, services, or concepts so that it can be easily communicated. You can create unlimited number of Brands.

Brand page - is the first page displayed to End user while connecting to the internet through SOCIFI.

End users - are visitors connecting to the Publisher's hotspot network through SOCIFI.

Flat fee tariff (FFT) - a paid tariff that enables you to i) display your own ads within your own hotspot network and if desired allows you to enable SMN (open your hotspot network for the 3rd party ads), ii) display own ads within 3rd party hotspot networks, if a credit amount is charged. If SMN enabled in FFT, you combine functions of both.

Publisher - the owner of a hotspot network registered in SOCIFI displaying own ads and/or ads of 3rd party Advertisers.

SOCIFI - Cloud-base service described in these Terms and Conditions (hereinafter T&C)

SOCIFI Dashboard - is an online management console for setting Brands, Ads, Hotspots, network and other services.

SOCIFI Media Network (SMN) - a plan that enables you to i) display the 3rd party ads within your hotspot network without a possibility to display own ads within own network; ii) display own ads within 3rd party hotspot networks, if a credit amount is charged. Generally SMN stands for an ad place where meet Publishers's networks and Advertisers' ads. If SMN enabled in FFT, you combine functions of both.

For more info see: https://socifi-doc.atlassian.net/wiki/display/SC/SOCIFI+Glossary

I. Provider

SOCIFI Ltd., a company incorporated in England and Wales, Company No. 09061584, registered office 207 Regent street, London W1B 3HH (hereinafter “Provider”, “we”) is providing this website www.socifi.com and services of SOCIFI (hereinafter “SOCIFI” or “Services”).

II. Contract

  1. These Terms and Conditions represents terms and condition of Agreement between you and the Provider. These Terms and Conditions are incorporated into any contract between the Provider and you as a Client/Partner to provide and use Services.

  2. Utilization of SOCIFI means Software-as-a-Service mainly in the form of monthly paid flat fee tariffs, SMN and/or connection through SOCIFI platform and other services related to SOCIFI. SOCIFI related to the sale does not mean sale or cease of any intellectual property rights and ownership than as a form of Service use.

  3. You acknowledge that we have the right, at any time and from time to time, to modify any or all of SOCIFI prices announced in a prior notification. Further, we reserve the right, in our sole discretion, at any time and from time to time, to modify any or all of SOCIFI, or to discontinue the publication, distribution, sale or licensing of any or all of SOCIFI without liability of any kind.

  4. Except as otherwise mutually agreed in writing, you shall be responsible for all costs associated with its performance of this Terms and Conditions. You will indemnify and hold us harmless from any obligation to pay any governmental entity any employer statutory taxes, withholding taxes, social security taxes or other taxes, levies or duties in connection with your performance under this Terms and Conditions, and from any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or resulting from this Terms and Conditions.

  5. Orders are considered as accepted by receiving a confirmation email to your registered email address and declares conclusion. The Provider reserves the right not to accept an order/contract or recall accepted order/contract at its discretion.

  6. As between the Provider and you, all rights, title and interest in and to SOCIFI and associated Provider promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain the property of Provider, and such items may only be used by you as expressly permitted hereunder. You shall not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained within the source code, our promotional materials, and/or documentation.

  7. You declare that you use SOCIFI for economic and business purposes and consumer protection law is not applicable. In case you are an EU resident, you are obliged to become a VAT identified entity or VAT payer; without valid VAT number you must stop using SOCIFI and you will not get paid any earnings.

  8. If you are using SOCIFI on behalf of a business, that business accepts these terms. It will hold harmless and indemnify the Provider and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the SOCIFI or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney's fees.

III. Using SOCIFI

  1. You must follow any policies made available to you within SOCIFI. Don’t misuse SOCIFI. For example, don’t interfere with SOCIFI or try to access them using a method other than the interface and the instructions that we provide. You may use SOCIFI only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing SOCIFI to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

  2. Using SOCIFI does not give you ownership of any intellectual property rights in SOCIFI or the content you access. You may not use content from SOCIFI unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in SOCIFI. Don’t remove, obscure, or alter any legal notices displayed in or along with SOCIFI.

  3. SOCIFI displays some content that is not SOCIFI’s. You are responsible for information or material which you transmit or access via SOCIFI and all content must comply with Advertising guidelines. Third-party content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.

  4. In connection with your use of SOCIFI, we may send you service announcements, administrative messages, and other information.

  5. SOCIFI is available on mobile devices. Do not use SOCIFI in a way that distracts you and prevents you from obeying traffic or safety laws.

  6. SOCIFI Dashboard allows you as a Publisher to access data collected from End users of SOCIFI connected to your network, therefore, you fully agree to use these data in according to Privacy policy.

  7. You undertake to do not act in any way that could be unlawful or encourage others to act unlawfully. In particular, does not infringe intellectual property rights, does not reveal confidential or sensitive information and do not engage in any criminal offense or encourage others to do so. You undertake to do not act in any way that is inappropriate, e.g. harassing, defamatory, threatening, obscene, abusive, racist, sexist, offensive or otherwise objectionable. You also undertake to do not act in any way that may affect the running of SOCIFI or other technology connected to it.

  8. We do not monitor or control any of the material that is transmitted or accessed via SOCIFI. You should ensure that any person using SOCIFI via your network is familiar with and accepts the content of these terms. In a case of any technical barriers or inability to activate SOCIFI, we will notify you as soon as possible and agree on other proceedings. The Provider may make improvements to the technical specification of SOCIFI. In case these changes affect SOCIFI functioning, Provider will inform you in advance.

  9. SOCIFI is compatible with selected hardware therefore, you install the hardware and we do not guarantee the proper functioning of SOCIFI running on the equipment supplied by the third party. You agree not to install or use, or let any third party install or use, any device on your network with the intention of monitoring or intercepting data passing into or out of SOCIFI. The Provider requires an active, working broadband connection at all times. The provision of a working broadband connection at the venue is the sole responsibility of the Publisher.

IV. SOCIFI Account

  1. You need to create an SOCIFI Account in order to use SOCIFI. You may create your own SOCIFI Account as a Publisher or Advertiser, as a Partner your basic account can be upgraded to an administrator's one, an administrator may be able to access or disable managed accounts.

  2. To protect your SOCIFI Account, keep your password confidential. You are responsible for the activity that happens on or through your SOCIFI Account. Try not to reuse your SOCIFI Account password on third-party applications. If you learn of any unauthorized use of your password or SOCIFI Account, inform us immediately on support@socifi.com.

  3. You open one account despite the fact what type of account you need to. The usage itself defines following types of accounts:

    A. SOCIFI Publisher's account - SOCIFI TARIFF VERSION
    1. SOCIFI TARIFF VERSION account is active after a successful registration. We send you confirmation about SOCIFI activation to your registered email. SOCIFI tariff version account serves for self-promotion within own hotspot network.
    2. SOCIFI active account needs to have created a Brand to serve proper information to End users and to have registered hotspot(s) or provided mobile application by SOCIFI. In a case no Ad is created, the Brand page is also shown on the second screen (Ad page).
    3. After a free trial for flat fee tariffs (FFTs) lapses (if any), paid period starts and you agree to be charged a price of selected FFT in the beginning of the accounting period. The accounting period starts from the day of registration and lasts 28-31 days due to calendar days.
    4. During the accounting period we inform you in the SOCIFI Dashboard about the Session consumption. After number of Sessions reaches 100 % of your tariff, your tariff will be automatically upgraded or ads from SOCIFI Media Network will be served within your network for the rest of the accounting period or the service will be temporarily suspended. Next accounting period continues in upgraded FFT or selected FFT if SMN ads were served or the account was suspended.
    5. During the accounting period you as the Publisher may change your tariff. The change starts a new subscription immediately and a new accounting period of the selected tariff version starts. We charge the amount of active tariff in the beginning of the accounting period, SOCIFI tariffs are payable in consonance with the pricing. When you downgrade your tariff, the change is valid immediately, underspent payment of previous tariff is deducted from the price of the new tariff price for the first accounting period only, a higher underspent payment forfeits.
    6. Within the flat fee tariffs you may enable SMN and set a part of your traffic to 3rd party ads and so monetize your network in the Dashboard/Settings/Network.
    7. Your FFT is switched to the SOCIFI Media Network in case of unpaid tariff in the beginning of your accounting period. If we did not manage to withdraw the payment, we send you a notification to your SOCIFI Dashboard. The 7th day of accounting period we send you a notification that we switched your tariff into SOCIFI Media Network, your own ads are blocked and the 3rd party ads are served. Your earnings (if any) are blocked until all outstanding amounts are fully paid; earnings may be used to cover outstanding amounts on request. You are eligible to be paid when earnings achieve min. $100, except in the event of termination, when all earnings is paid to the date of termination, then transaction fee is $20.
    B. SOCIFI Publisher's account - SOCIFI MEDIA NETWORK (hereinafter “SMN”)

    SOCIFI account is active after the successful registration. We send you confirmation about SOCIFI activation to your registered email. Your share is defined in your Dashboard under your Profile; counted from Ad price based on its rate (Flat, CPM, CPC, CPA or CPI etc.) unless otherwise agreed. Your earnings are sent to your account (Paypal, bank account) on request when achieve Payment threshold no longer than 14 days after received payment from the Advertisers. Fill your request to be paid your earnings at https://goo.gl/forms/2TtTsM4zEArWOyH32. Definition of Payment threshold: You are eligible to be paid when earnings achieve min. $100, except in the event of termination, when all earnings are paid to the date of termination, then transaction fee is $20.

    C. SOCIFI Publisher’s account - SOCIFI STARTER KIT
    1. The Starter Kit is a one-year prepaid account subscription allowing you use of SOCIFI for one year under the advantageous conditions. Besides the subscription you also receive a hotspot allowing you to run the service instantly. The hotspot is rented for one year, after one-year period lapses you become an owner of the device. SOCIFI account is active after the successful registration and order. We send you confirmation about SOCIFI activation to your registered email. Your SOCIFI account will be created with default brand. You are free to change its details and/or create more brands. We register your hotspot to your account before we ship it to you.
    2. In case you do not create any Ad, the Brand page is also shown on the second screen (Ad page) instead of Ads.
    3. The subscription starts from the day of registration and lasts 365 days + 30 days (max. days for delivery and customs). The accounting period starts from the day of registration and lasts 28–31 days due to calendar days. Your account has to comply the conditions of advantageous tariff plan.
    4. During the accounting period we inform you in the SOCIFI Dashboard about the Session consumption. After number of Sessions reaches 100 % of your tariff, your tariff will be automatically upgraded or ads from SOCIFI Media Network will be served within your network for the rest of the accounting period or the service will be temporarily suspended. Next accounting period continues in upgraded FFT or selected FFT if SMN ads were served or the account was suspended.
    5. Within your subscription you may enable SMN and set a part of your traffic to 3rd party ads and so monetize your network in the Dashboard/Settings/Network.
    6. Along the one-year accounting period you as the Publisher may not change your tariff. If so you lose the advantage of one-year subscription and you can further select one of our standard tariffs. When you change your tariff, a new subscription is made immediately and you start a new accounting period of the selected tariff version. We charge the amount of the active tariff in the beginning of the accounting period. Underspent payment of previous year subscription forfeits. SOCIFI tariffs are payable in consonance with the pricing. You can delete your account anytime, no redemption is provided. CloudTrax Service that enables a management of rented hotspot is the third party service and we can not guarantee its operation, therefore we are not responsible for any damages caused by its failure.
    D. SOCIFI Advertiser's account.

    The Advertiser's account is active after the successful registration. The Advertiser's Ads will be displayed after their creation in SOCIFI Dashboard and sufficient credit amount for its display is prepaid. Your Ads will be displayed due to set targeting and maximum price per view or click defined by RTB (real time bidding) system. Your Ad stops displaying when the credit amount consummates. Credit new amount to be spent on displaying for reactivation the Ad.

    E. SOCIFI Partner's account.

    The Partner's account is created upon your request after accepting the Terms & Conditions, concluding SOCIFI Partner Agreement and payment of Partner fee. In case a Partner does not have created a SOCIFI account, it is being created. Under the Partner's account, you/third party can create the account manageable by the Partner. Every account (Publisher's, Advertiser's and Partner's) may be combined with all or some account type above.

V. SOCIFI Features

  1. Preferred Deals represent the concrete deal between the Publisher and the Advertiser enabling display Advertiser's Ads within the Publisher's selected brand in his network. Standard billing is set via SMN, but it can be agreed between the Publisher and the Advertiser other than standard billing after approved request, then the Advertiser pays directly to the Publisher after displayed Ads (post-paid) and the Provider withdraws exact amount for displayed Ads from the Publisher's account agreed on separate agreement. Preferred Deals assure Advertiser's ads only higher priority than other SMN ads. The Advertiser's Ad can be shown only in the Publisher's venue in case it is excluded from the rest of SMN. The Advertiser is able to target ads to concrete Publisher's hotspot/venue only within Preferred Deals.

  2. Premium internet access ("Pay-Thru"). SOCIFI enables you to sell your internet access to End users by enabling and setting Pay-Thru in your Brand, you become a Network operator then. Pay-Thru is defined for every Brand separately. Received payment for each Pay-Thru is deducted by SOCIFI's commission in the amount of 25 % and it is credited in your SOCIFI account. You, as the Network operator, undertake to: i) set the price and the length of connections; you can set one or more paid Premium internet access under one Brand; ii) take the whole responsibility for the functional and proper internet access; iii) issue the invoice to the End user (if requested); SOCIFI provides End Users with a statement about the payment; iv) fulfill all claims; v) pay back to the End users the whole payment paid for Pay-Thru (SOCIFI's commission included) in a case of the claim at https://goo.gl/forms/lmMIfhDEmQro39uJ2; the price is deducted from your credit; vi) enter email (compulsory) and phone number (voluntarily) to enable End User to contact you in relation to Pay-Thru. You are allowed to display your own Terms and Conditions next to the SOCIFI's Terms & Conditions, SOCIFI's Terms & Conditions prevail in case of contradiction. SOCIFI reserves the right to terminate Pay-Thru service and/or whole SOCIFI account to the Network operator in the case recurring End user's claim or in the case of threat of damage to SOCIFI reputation without any compensation and any other rights.

  3. SMS verification. You may enable SMS verification. SMS verification is a paid service that enables authentication when law requirements in your location or your own consideration. You may interact with End users' phone for the sole purpose of service activation and sending incoming messages to his inbox for your further business communications or your affiliate partners. The Provider may use the third party service in order to send End user an authentication SMS for verification. In order to send End user the SMS, the Provider sends one of these third party services End users' phone number and the authentication message. These third parties are contractually obligated to only use End users' phone numbers for the transmission of the authentication SMS. You may contact End user and send him messages about faults and service issues. Furthermore, the Provider and you have reserved the right to use email or SMS to notify you of any eventual claims related to End users' use of network services, including without limitation claims of violation of third party rights.

  4. Forbidden behavior, fraud, suspicion of fraud. Publishers may not ask others to click their ads or use deceptive implementation methods to obtain impressions or clicks. This includes, but is not limited to, offering compensation to users for viewing Ads, promising to raise money for third parties for such behavior.

  5. Impressions or clicks on Ads must result from genuine user interest. Any method that artificially generates clicks or impressions on Ads is strictly prohibited. These prohibited methods include, but are not limited to, repeated manual clicks or impressions, automated click and impression generating tools and the use of robots or deceptive software. Please note that impressions or clicks on your own ads for any reason are prohibited. For any forbidden behavior or fraud, suspicion of fraud, your account can be closed without any refund and you lose all earnings/commission coming from your account.

VI. SOCIFI payment & refund policy

  1. Payment for displayed third-party Ads on your network within SMN and payment for Pay-Thru. Subject to third-party Ads in this section, you as the Publisher will receive a payment related to the number of valid clicks on displayed Ads, the number of valid impressions of displayed Ads, other valid events performed in connection with the display of Ads within your SMN account, in each case as determined by SOCIFI. Subject to sold Premium internet connections in this section, you as a network operator sell Pay-Thru and you will receive a payment related to the number and price of every sold Premium internet access.

  2. Method and frequency of earnings payment. You receive Net Revenue after the Provider receives the payment from the Advertiser (SMN ads) or End user (Pay-Thru); via Paypal or wire transfer on request after the earnings reach the Payment threshold. The estimated earnings are claimless. Your earnings can be deducted either for invalid impression / click activity or for activity that was not in compliance with these terms. The Provider periodically reviews Publisher accounts for such activity. When we find such activity in your account, we adjust your earnings and reimburse the Advertisers who paid for these Ads.

  3. Definition of “Net Revenue:” means the gross amount of paid Ad price by Advertisers (SMN ads) or price of Premium internet access paid by End users within your account, less any and all applicable distribution platform fees (if any); media agency fees (if any), other electronic and bank transaction fees; any applicable taxes (including value added tax), duties, and similar charges; and any returns, refunds, credits, and chargebacks.

  4. Definition of Payment threshold: You are eligible to be paid for your SMN earnings when earnings achieve min. $100, except in the event of termination, when all due earnings are paid to the date of termination. Unless expressly authorized in writing by the Provider, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to SOCIFI.

  5. Payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to Advertisers or End users and any amounts arising from invalid activity, as determined by the Provider in its sole discretion. Invalid activity is determined by the Provider in all cases and includes, but is not limited to, (i) spam, invalid queries, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or devices under your control; (ii) clicks solicited or impressions generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled; and (iv) clicks or impressions co-mingled with a significant amount of the activity described in (i, ii, and iii) above.

  6. In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us under the Agreement or any other agreement, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to SOCIFI, you must notify the Provider in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any Property defaults on payment to the Provider, we may withhold payment or charge back your account.

  7. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

  8. The purchased advertising credit is valid for one year. The new credits will be used after you use your old credits.

  9. Taxes. As between you and the Provider, the Provider is responsible for all taxes (if any) associated with the transactions between the Provider and Advertisers in connection with Ads displayed within SMN, excluded Preferred Deals post-paid. You are responsible for all taxes (if any) associated with SOCIFI.

  10. Refund policy. SOCIFI refunds all entitled request delivered to support@socifi.com. In the case you want to refund Pay-Thru payment, please fill the following form: https://goo.gl/forms/dSGsmQJ80Y1BzsPg2. SOCIFI doesn't refund payment for not used services. Prior you intend to quit using any service, contact SOCIFI at support@socifi.com to ensure that no future payment is charged.

VII. Privacy and Copyright Protection

  1. Our Privacy policy explains how we treat your personal data and protect your privacy when you use SOCIFI. By using SOCIFI, you agree that the Provider can use such data in accordance with our privacy policies.

  2. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers. We provide information to help copyright holders manage their intellectual property online. If you think somebody is violating your copyrights and want to notify us at support@socifi.com.

  3. SOCIFI allows you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours. When you upload, submit, store, send or receive content to or through SOCIFI, you give us (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with SOCIFI), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving SOCIFI, and to develop new ones. This license continues even if you stop using SOCIFI. Make sure you have the necessary rights to grant us this license for any content that you submit to SOCIFI.

  4. You agree neither to register, nor to have registered, any trademark, trade names or other commercial designations of the Provider (or which are confusingly similar to those of the Provider) in the territory you provide the service or elsewhere.

VIII. Modifying and Terminating SOCIFI

  1. We are constantly changing and improving SOCIFI. We may add or remove functionalities or features, and we may suspend or stop SOCIFI altogether.

  2. You can stop using SOCIFI at any time, although we’ll be sorry to see you go. The Provider may also stop providing SOCIFI to you, or add or create new limits to SOCIFI at any time.

  3. We believe that you own your data and preserving your access to such data is important. If we discontinue SOCIFI, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of SOCIFI.

IX. Confidentiality

You agree not to disclose SOCIFI Confidential Information without our prior written consent. "SOCIFI Confidential Information" includes: (a) all SOCIFI software, technology, and documentation relating to SOCIFI; (b) click-through rates or other statistics relating to property performance as pertaining to SOCIFI; (c) the existence of, and information about, beta features in SOCIFI; and (d) any other information made available by the Provider that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. The Provider's Confidential Information does not include information that you already knew prior to your use of SOCIFI, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. Notwithstanding this section, you may accurately disclose the amount of SOCIFI’s gross payments resulting from your use of the SOCIFI.

X. Termination

  1. You may terminate the Agreement at any time by contacting our Support Center at support@socifi.com. The Agreement will be considered terminated within 10 business days of the Provider's receipt of your notice. Tariff version payment will be charged due to the active period.
  2. You may decide to pre-pay SOCIFI for one year in advance in favorable conditions. In the case of termination SOCIFI during this period we will pay back the appropriate amount for the months SOCIFI is not provided, under the loss of the favor of the discount and the discount will be deducted from the return payment.

  3. If you terminate the Agreement, we will pay you your credit balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Transaction fee is $20. Any earned balance below $10 will remain unpaid.

  4. We may at any time terminate the Agreement, or suspend or terminate the participation of any property in SOCIFI for any reason. If we terminate the Agreement due to your breach or due to invalid activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or we suspend or terminate your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on SOCIFI.

  5. The termination or expiry of this Agreement shall be without prejudice to the rights and liabilities of either of Provider or yours accruing up to such date.

  6. You can terminate your account with immediate effect. Please send a request to support@socifi.com to terminate your account. Not using your account does not entitle you to quit paying fees according to your selected tariff and other services. After your request is delivered and all outstanding payments are settled, your account is terminated. You are informed about the account termination.

XI. Indemnity

You agree to indemnify and defend the Provider, its affiliates, agents, and advertisers from and against any and all third-party claims and liabilities arising out of or related to the properties, including any content served on the properties that is not provided by the Provider your use of SOCIFI, or your breach of any term of the Agreement. The Provider’s advertisers are third-party beneficiaries of this indemnity.

XII. Representations

You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each property; (iii) you are the technical and editorial decision maker in relation to each property on which SOCIFI is used and that you have control over the way in which SOCIFI is used on each property; (iv) the Provider has never previously terminated or otherwise disabled your SOCIFI account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to the Provider is correct and current.

XIII. Our Warranties and Disclaimers

  1. We provide SOCIFI using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about SOCIFI.

  2. Other than as expressly set out in these terms or additional terms, neither the Provider nor its suppliers or distributors make any specific promises about SOCIFI. For example, we don’t make any commitments about the content within SOCIFI, the specific functions of SOCIFI or its profitability, reliability, availability, or ability to meet your needs. We provide SOCIFI “as is”. To the extent permitted by law, we exclude all warranties, express, statutory or implied. We expressly disclaim the warranties or conditions of noninfringement, merchantability, and fitness for a particular purpose.

  3. Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.

XIV. Liability

  1. The Provider gives no warranty and makes no representation in respect of SOCIFI including, without limitation, the availability of SOCIFI as specified in these Terms and hereby excludes, to the fullest extent permitted by law, all conditions, warranties, terms, undertakings and representations, express or implied, whether by statute, common law or otherwise in relation to SOCIFI.

  2. The Provider shall not be liable to you whether in contract, tort, by statute or otherwise in respect of any loss of profits and/or for any special, indirect, incidental or consequential loss, exemplary, or punitive damages or damage arising out of or in connection with the use of SOCIFI for loss of revenue, loss of anticipated savings, loss of business and/or goods, loss of goodwill, loss of use, loss and/or corruption of data and/or other information, and downtime. For the avoidance of doubt, neither the types of loss and/or damage specified in articles of Liability above inclusive nor any similar types of loss and/or damage shall constitute a direct loss for the purposes of this Agreement.

  3. When you connect to the internet through SOCIFI you will visit a “splash page” which contains access information and may contain information about the Publisher or the third party. The Provider is not responsible for any content contained on the “splash page”. The Publisher confirms that he owns it or he is authorized to use all materials appearing on the “splash page” and that he gives permission to the Provider to use such material in the creation of the “splash page” and in any other way necessary to deliver SOCIFI. The Publisher is not responsible for the Ad within SMN given by the third party.

  4. To the extent permitted by law, the total liability of the Provider, and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the net amount you paid us in connection with this Agreement to use SOCIFI during the three-month period immediately preceding the date of the claim. In all cases, the Provider, and its suppliers and distributors will not be liable for any loss or damage that is not reasonably foreseeable.

  5. You acknowledge that you have entered into the Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

XV. Force Majeure

No failure or omission by the Provider to carry out or observe any of the Terms and Conditions of this Agreement shall give rise to any claim against the Provider or be deemed a breach of this Agreement if such failure or omission arises from a cause of force majeure or any other cause beyond the reasonable control of the Provider.

XVI. Miscellaneous

  1. No waiver by either party of any provisions of this Agreement shall be binding unless made expressly and confirmed in writing. Any such waiver shall not apply to any subsequent or other matter, non-compliance or breach.

  2. This Agreement represents the entire understanding between the parties in relation to the matters dealt with herein and supersedes all previous covenants and representations made by either party, whether oral or written. This Agreement may only be modified if such modification is in writing and signed by a duly authorized representative of each party hereto.

XVII. About these Terms

  1. We may modify the Agreement and these terms or any additional terms that apply to SOCIFI to, for example, reflect changes to the law or changes to SOCIFI at any time. You should look at the terms regularly. We’ll post any modifications to these Terms on this page and any modifications to the Privacy policy or Guidelines on their respective pages. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for SOCIFI or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you’ll have to stop using the affected Services.

  2. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between the Provider and you. They do not create any third party beneficiary rights.

  3. If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

  4. If it turns out that a particular term is not enforceable, this will not affect any other terms.

  5. You agree that the laws of the United Kingdom and EU will apply to any disputes arising out of or relating to these terms. This Agreement shall be governed by and construed exclusively in accordance with the law of the United Kingdom, and the parties hereby submit to the exclusive jurisdiction of the United Kingdom courts.

  6. SOCIFI Terms & Conditions in English version prevail in case of conflict with any language mutation or Terms & Conditions of partners.

Date of issue 16. 8. 2013, revision 26. 4. 2017

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