SOCOTRA TERMS OF USE

Dated:  May 26, 2017

Introduction; Your Agreement to these Terms of Use.

Welcome to the Socotra software services, provided by Socotra, Inc. (“Socotra” or “We”).  ­­­These Terms of Use, Guidelines, and any separate agreements between you and Socotra (“Agreement”) govern your use of the Socotra web site and hosting services, as well as any other web sites, subdomains, applications or services owned or controlled by Socotra (collectively, the “Socotra Services”).  Additional terms will apply for certain Socotra Services, for example if Socotra does not provide hosting services you are solely responsible for obtaining all necessary software or hardware to provide hosting services. To access the Socotra Services, users must at all times agree to and abide by these Terms. The Socotra Services allow you to submit, store, and access certain insurance data, technology, and other company-related information (collectively, “Information”).

This Terms of Use for the Socotra Services is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single company, organization, or entity (“You” or, collectively, “Users”), and Socotra regarding your use of the Socotra Services. The services hereunder are offered by Socotra, Inc. located at: 33 New Montgomery Street, San Francisco, CA 94105 and email: support@socotra.com.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF Use. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, USING OR SUBSCRIBING TO THE SOCOTRA SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE TERMINATE YOUR USE OF THE SOCOTRA SERVICES.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH SOCOTRA ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, THE “SUBSCRIBING ORGANIZATION”) THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT ENTITY WITH THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS; (II) HAVE READ THESE TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.

1.              License Grant. Subject to the terms and conditions of this Agreement, Socotra hereby grants to you a limited, non-exclusive, non-transferable, worldwide license to use the Socotra Services in the manner contemplated by this Agreement solely for the purposes of developing your company’s business data, plans and solutions. Users shall have no right to sub-license or resell the Socotra Services or any component thereof.

2.              License Restrictions.  Users shall not, and shall not permit any third party to: (i) use the software or documentation provided by company for use with the software under this Agreement (“Licensed Materials”) except to the extent expressly permitted in Section 1; (ii) modify or create any derivative work of any part of the Licensed Materials; (iii) permit any third parties to use the Licensed Materials; (iv) market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan the Licensed Materials;  (v) use the Licensed Materials for commercial time-sharing or service bureau use; (vi) use the Licensed Materials beyond the scope of the license grant; (vii)  use the Licensed Materials in a way that causes a significant threat to the functionality, security, integrity, or availability of the service or any content, data, or applications in the service.

3.              Individual Features and Services. When using the Socotra Services, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.

4.              Modification of the Terms. Socotra reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. You agree to review these Terms and any Guidelines periodically for changes. Your continued use of the Socotra Services after the posting of changes constitutes your binding acceptance of such changes. You must contact Socotra in writing within thirty (30) days if you do not agree to the modification of these Terms.  If you fail to contact Socotra within thirty (30) days from modification, these Terms will automatically apply. For any material changes to these Terms, such amended terms will automatically be effective thirty (30) days after they are initially posted on the Socotra Services.

5.              Customer Service; Customer Communications and Notice. Please email support@socotra.com for further assistance. Under these Terms, you consent to receive communications from Socotra electronically. We will communicate with you by email or by posting notices on the Socotra Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

6.              Eligibility. THE SOCOTRA SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SOCOTRA SERVICES BY SOCOTRA. Socotra may terminate your account, delete any content or information that you have posted on the Socotra Services (subject to the Data Processing Agreement), and/or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) for any reason or no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18.  By clicking the “I Agree” button or by otherwise subscribing to or using the Socotra Services you represent that you are at least 18 years of age.

7.              Account Activity Responsibility.

7.1           User Accounts. In order to use certain aspects of the Socotra Services, Socotra will create an account (“User Account”) using information you provide.  You agree to provide true, accurate, current, and complete information. You further agree to maintain and update your information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password), you agree to immediately notify Socotra. You may be liable for the losses incurred by Socotra or others due to any unauthorized use of your account.

7.2           Free Trial Account. Socotra may provide you with a free trial to test its Services (“Free Trial Account”) with the option to enter into an agreement for paid services upon the termination or expiration of the trial period. Socotra has no obligation under this Agreement to provide any maintenance, support, or other services for a Free Trial Account. The administrator of the Free Trial Account (“Trial User”) is solely responsible for backup of Trial User’s data and all other necessary measures to prevent any file or data loss. Socotra reserves the right to terminate your Free Trial Account at any time.

7.3           Branding. By uploading any brand logo or trademarks to the Socotra Service, you hereby grant to Socotra a limited, non-exclusive, non-transferable license (except as expressly provided herein), with no right to sub-license, to display your branding, logos, and trademarks on the Socotra Services. Unless otherwise approved in writing by you, Socotra will not remove, obscure, or alter any such marks incorporated within your account on the Socotra Services. You fully and solely control the placement of your brand logo or other marks on the Socotra Services. Socotra acknowledges that all goodwill generated through Socotra’s use of such brand logos or trademarks will inure to your benefit and Socotra hereby assigns and will assign to you any and all goodwill generated through Socotra’s use of such marks, without any payment or other consideration of any kind to Socotra. Notwithstanding the foregoing, Socotra and its designees reserve the right, in their sole and absolute discretion, to remove branding, logos, and trademarks that may violate third-party rights.

7.4           System Access. You may choose to allow Socotra to automatically retrieve data from your system(s) account on your behalf. You hereby represent and warrant that you have the permission, authority, and rights to allow Socotra to so automatically access such system(s) and you hereby grant Socotra permission to access your system(s) and retrieve information therefrom by indicating the same within your Socotra Services User Account. Socotra disclaims any and all liability associated with accessing and retrieving Information from your system(s) on your or your Subscribing Organization’s behalf. IF AT ANYTIME YOU DO NOT HAVE THE RIGHT AND AUTHORITY TO ALLOW SOCOTRA AUTOMATIC ACCESS TO YOUR SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR SUBSCRIBER, ADMINISTRATOR, AND/OR SUBSCRIBING ORGANIZATION ACCOUNT. 

7.5           Account Information. You acknowledge and agree that Socotra may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Information violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Socotra, its users, or the public.

7.6           Monitoring. We continuously monitor the service to facilitate Socotra’s operation of the system; to detect and address threats to the functionality, security, integrity, and availability of the service as well as any content, data, or applications in the services. Socotra reserves the right to terminate your use of the service at any time if your use threatens the availability of the service.

8.              Payment Terms; Charges and Taxes.

8.1           You are responsible for paying any applicable fees and applicable taxes associated with the Socotra Services in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made electronically by the methods specified within the Socotra Services. We do not accept cash or checks. You agree to pay for all services that you purchase through the Socotra Services, and we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Socotra if your selected payment method is cancelled (e.g., for loss or theft).

8.2           You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your co-workers, colleagues, team-members, etc.). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Socotra Services, including, but not limited to, sales, use, or value-added taxes. To the extent Socotra is obligated to collect such taxes, the applicable tax will be added to your billing account.

8.3           Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Socotra Services; provided, however, that such notice will not affect charges submitted before Socotra could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.

8.4           Socotra reserves the right to change the amount of, or basis for determining, any fees or charges for the Socotra Services we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. You will receive notice of any fee change at least five (5) days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Socotra Services account, you agree that Socotra can charge these unpaid fees to any payment method that you have previously provided.

8.5           Your Socotra Services will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (i) every month for monthly subscriptions; (ii) upon every one (1) year anniversary for annual subscriptions; (iii) such other periodic rate you have selected from among the options offered on the Socotra Services. Users’ Rights. Upon any termination of a User’s account, Socotra will provide a copy of all data that has been input by or on behalf of the User into such User’s account on the Socotra Services. Socotra will provide the data in Microsoft Excel spreadsheet or CSV format within thirty (30) business days of such termination, to the e-mail address on file in the User’s account.

9.              Restrictions. When using the Socotra Services you agree not to:

9.1           Upload or transmit via the Socotra Services pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;

9.2           Use the Socotra Services for any purpose that is unlawful or is otherwise prohibited by these Terms;

9.3           Use the Socotra Services in any manner that in our sole discretion could damage, disable, overburden, or impair the services;

9.4           Attempt to gain unauthorized access to the Socotra Services, or any part of them, other accounts, computer systems or networks connected to the Socotra Services, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Socotra Services or any activities conducted on the Socotra Services;

9.5           Modify the Socotra Services in any manner or form, or use modified versions of the Socotra Services, including (without limitation) for the purpose of obtaining unauthorized access to the Socotra Services;

9.6           Use any robot, spider, scraper, or other automated means to access the Socotra Services for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Socotra Services;

9.7           Impersonate another person or access another User’s account without that person’s permission or to violate any contractual or fiduciary relationships;

9.8           Share Socotra-issued passwords with any third party or encourage any other User to do so;

9.9           Misrepresent the source, identity, or content of Information transmitted via the Socotra Services;

9.10        Modify, adapt, translate or create derivative works based upon the Socotra Services;

9.11        Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Socotra Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

9.12        Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Socotra Services to any third party; provide time sharing or similar services for any third party; or use the Socotra Services for any purpose other than your own internal personal or business use;

9.13        Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Socotra Services, features that prevent or restrict use or copying of any content accessible through the Socotra Services, or features that enforce limitations on use of the Socotra Services;

9.14        Access the Socotra Services if you are a direct competitor of Socotra, except with Socotra’s prior written consent, or for any other competitive purposes; or

9.15        Collect or harvest any personally identifiable information, including account names, from the Socotra Services.

10.           Communications.  You acknowledge that you are solely responsible for the use of electronic mail and Short Message Service (SMS) in connection with the Socotra Services.  You represent and warrant that you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your use of the Socotra Services. 

11.           Violations; Termination. You agree that Socotra, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Socotra except as otherwise agreed to in writing between you and Socotra. In addition, Socotra reserves the right to discontinue any aspect of the Socotra Services at any time, including the right to discontinue the display of any Information. You agree that any termination of your access to the Socotra Services or any account you may have or portion thereof may be affected without prior notice, and you agree that Socotra will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Socotra Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Socotra may have at law or in equity.

12.           User Provided Information.

12.1        Definition of User Provided Information; Ownership. In the event that you are located in the EU, the Data Processing Agreement located here shall apply instead of the terms below. Socotra may now or in the future permit the uploading of Information through the Socotra Services (“User Provided Information”), and the hosting, sharing, display and/or analysis of such User Provided Information. Users may use their account settings to control other Users’ access to their User Provided Information (“User Permissions”).  Socotra will use its commercially reasonable efforts to apply User Permissions. However, Socotra does not guarantee that User Permissions will always be applied, or that your User Provided Information will be kept secure from viewing by others, or from damage or loss.  Socotra takes no responsibility and assumes no liability for any User Provided Information that you or any other Users or third parties post or send over the Socotra Services. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Provided Information that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Socotra Services is solely your responsibility.  If you want Socotra to remove your User Provided Information from the Socotra Services, please delete it as specified in the Socotra Services. However, Other Users may have already copied or forwarded your User Provided Information to others, making recovery impossible. Socotra is not responsible for any public display or misuse of your User Provided Information. You understand that whether or not such User Provided Information is displayed, Socotra does not guarantee any confidentiality with respect to any User Provided Information. Users retain all right, title, and interest in and to all User Provided Information.

12.2        License Grant to Socotra. By submitting User Provided Information to Socotra Services, you hereby grant to Socotra a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable, fully paid-up, and royalty-free license to use, display, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze your User Provided Information within the Socotra Services in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the Socotra Services and improving the way the Socotra Services work and look, and to create new features and functionality. This license does not grant Socotra the right to use your User Provided Information for any other commercial purposes.

12.3        Limited License Grant to other Socotra Users. By submitting User Provided Information to Socotra Services, in cases where you display your User Provided Information for other Users to view or when you directly exchange or otherwise provide your User Provided Information to other Users as permitted by certain Socotra Services functionality and these Terms, you hereby grant to such Users of the Socotra Services a non-exclusive license to use, display, and reproduce such User Provided Information as necessary for such Users to use the relevant Socotra Services functionality or features.
 

12.4        License Termination. The foregoing licenses granted by you terminate as to specific User Provided Information once you remove or delete such User Provided Information from the Socotra Services; except for Socotra’s right to archive such User Provided Information in accordance with its standard policies and to use such Information in aggregate form to improve the way the Socotra Services work and look, and to create new features and functionality.

12.5        Required Rights. You shall be solely responsible for your own User Provided Information and the consequences of posting or publishing it. In connection with User Provided Information, you affirm, covenant, represent and warrant that you own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Socotra and Socotra’s Users to use the User Provided Information uploaded by you as necessary to exercise the licenses granted by you in this Section 13, and otherwise in the manner contemplated by Socotra and these Terms.

12.6        User Provided Information Representations. You agree not to submit User Provided Information that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current.  You agree that any User Provided Information that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights, rights of publicity and privacy.  Socotra reserves the right, but is not obligated, to reject and/or remove any User Provided Information that Socotra believes, in its sole discretion, violates these provisions. 

12.7        User Provided Information Disclaimer. You understand that when using Socotra Services you will be exposed to User Provided Information from a variety of sources, and that Socotra is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Provided Information. You further understand and acknowledge that you may be exposed to User Provided Information that is inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Socotra with respect thereto, and agree to indemnify and hold Socotra, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of User Provided Information. Socotra does not endorse any User Provided Information or any opinion, recommendation or advice expressed therein or based upon such User Provided Information, and Socotra expressly disclaims any and all liability in connection with User Provided Information. If notified by a User or a content owner of User Provided Information that allegedly does not conform to these Terms, Socotra may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Provided Information, which it reserves the right to do at any time. Socotra does not permit copyright infringing activities on Socotra Services.

13.           Ownership; Proprietary Rights. The Socotra Services are owned and operated by Socotra. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Socotra Services provided by Socotra, but expressly excluding any of the foregoing owned or licensed by and posted to the Socotra Services at the direction of Users (including without limitation User Provided Information) (“Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any technology licensed by Socotra, which is owned by and provided by our third-party licensors, all Materials contained in the Socotra Services, including without limitation the intellectual property rights therein and thereto, are the property of Socotra or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Socotra or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
 

14.           Third-Party Sites, Third-party Information.

14.1        The Socotra Services may call the servers of other web sites or services solely at the direction of and as a convenience to Users (“Third-party Sites”). Socotra makes no express or implied warranties with regard to the Information, or other material, products, or services that are contained on or accessible through Third-party Sites. Access and use of Third-Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.

14.2        EXCEPT AS OTHERWISE PROVIDED IN THE DATA PROCESSING AGREEMENT, YOU ACKNOWLEDGE THAT SOCOTRA DOES NOT MANAGE OR CONTROL THE USER PROVIDED INFORMATION THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE SOCOTRA SERVICES, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER PROVIDED INFORMATION IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE TERMS. SOCOTRA MAKES NO WARRANTY WITH RESPECT TO SUCH USER PROVIDED INFORMATION YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SOCOTRA SERVICES. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SOCOTRA MAKES NO WARRANTY THAT SUCH USER PROVIDED INFORMATION WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST SOCOTRA WITH RESPECT TO THIRD-PARTY AND/OR USER PROVIDED INFORMATION THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE SOCOTRA SERVICES.

15.           Security and Privacy Settings. Except as otherwise provided in the Data Processing Agreement, we  have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You understand that internet technologies have the inherent potential for disclosure.  You acknowledge that you are under no obligation to provide personal or sensitive information in order to use the Socotra Services, and that you provide any personal or sensitive information at your own risk.

16.           Disclaimers; No Warranties.

16.1        THE SOCOTRA SERVICES AND ANY THIRD-PARTY OR USER PROVIDED INFORMATION, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH SOCOTRA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SOCOTRA, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

16.2        SOCOTRA, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOCOTRA SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE (INCLUDING WITHOUT LIMITATION ANY FORECASTS OR PREDICTIONS RELATED TO THE PROJECT MANAGEMENT FUNCTIONALITY AND BASED UPON USER PROVIDED INFORMATION THEREIN), THAT THE SOCOTRA SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT SOCOTRA SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

16.3        SOCOTRA, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF SOCOTRA SERVICES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SOCOTRA NOR ITS SUPPLIERS, LICENSOR OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD-PARTY OR USER PROVIDED INFORMATION, MATERIAL, OR DATA THROUGH THE USE OF SOCOTRA SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD-PARTY OR SUBSCRIBER PROVIDED INFORMATION, MATERIAL, OR DATA. SOCOTRA WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR USER PROVIDED INFORMATION.

16.4        CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

17.           Limitation of Liability.

17.1        UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SOCOTRA OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS ON SOCOTRA SERVICES, OR ANY OTHER INTERACTIONS WITH SOCOTRA, EVEN IF SOCOTRA OR A SOCOTRA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SOCOTRA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

17.2        IN NO EVENT WILL SOCOTRA’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSOR’S, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF SOCOTRA SERVICES, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING SOCOTRA SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

17.3        YOU ACKNOWLEDGE AND AGREE THAT SOCOTRA HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SOCOTRA.

 

18.           Indemnification; Hold Harmless. You agree to defend, indemnify and hold harmless Socotra and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Socotra Services, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Provided Information or any other data that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code. Socotra will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Socotra. Socotra will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

19.           Miscellaneous.

19.1        Notice. Socotra may provide you with notices, including those regarding changes to Socotra’s terms and conditions, by email, regular mail or postings on the Socotra Services. Notice will be deemed given twenty-four (24) hours after an email is sent, unless Socotra is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Socotra Services. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Socotra Services are deemed given five (5) days following the initial posting.

19.2        Waiver. The failure of Socotra to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Socotra.

19.3        Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

19.4        Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or Socotra will be filed only in the state or federal courts in and for San Francisco County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

19.5        Severability. If any provision of these Terms or any Guideline is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

19.6        Assignment. These Terms, related Guidelines, any rights and licenses granted hereunder, and the Data Processing Agreement if you are located in the EU may not be transferred or assigned by you, but may be assigned by Socotra without restriction.

19.7        Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 2, 4, 8, 9, and 12 through20 herein.

19.8        Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

19.9        Entire Agreement. This Agreement is the entire agreement between you and Socotra and will not be modified except in a separate writing, signed by both parties, or by a change to these Terms or Guidelines made by Socotra as set forth in Section 4 above.

19.10     Claims. YOU AND SOCOTRA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOCOTRA SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

19.11     Disclosures. The services hereunder are offered by Socotra, Inc., located at: 33 New Montgomery Street, San Francisco, CA 94105 and email: support@socotra.com. If you are a California resident, 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.

 


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