Terms & Conditions

Terms and Conditions

IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THESE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER WWW.SOCIALCONNECTOR.AI OR OTHER OF OUR SITES WHICH LINK TO THESE TERMS.

THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 11, 17, 18, AND 19). ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 19. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.

The use of www.socialconnector.ai or other sites to which these Terms are linked (each, a “Website”), owned and maintained by Nicks Family Fitness LLC d/b/a Social Connector (“Social Connector,” “we,” “our,” “us”), are governed by these Terms. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated herein. By accessing, using, subscribing, or placing an order over the Website, you and your business (including any sub-users you may have) agree to the terms and conditions set forth herein. If you do not agree to these Terms in their entirety, you are not authorized to use the Website in any manner or form whatsoever.

THIS IS A BINDING AGREEMENT. THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT AND DATA PROCESSING ADDENDUM FORM A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND SOCIAL CONNECTOR. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY SOCIAL CONNECTOR, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

SECTION 1 – WEBSITE USE

The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.

We recognize in certain instances, the Website may be accessed by youth under the age of 18. In these instances, by accessing the Website, you are affirming that your parent or guardian, of at least 18 years old, has given requisite verifiable consent for you to do so and that they agree to these terms on your behalf.

SECTION 2 – WEBSITE USER CONDUCT AND RESTRICTIONS - LICENSE TERMS

All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Social Connector trademark and logo are proprietary marks of Social Connector (Nicks Family Fitness LLC), 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 Connector.

Subject to your continued strict compliance with these Terms, Social Connector provides to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws.

If you purchase a subscription to Social Connector software over the Website, Social Connector provides to you a revocable, limited, non-exclusive, non-sublicensable, non-transferable license to use the software. You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Social Connector; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Social Connector; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. If you choose to purchase the use of an image from Shutterstock through the Social Connector platform, you will be given a limited, non-exclusive, non-sublicensable, non-transferable license by Shutterstock to use those image(s) such that you can re-use said image(s) solely on the associated Social Connector account related to said purchase, and only as long as you do not breach these Terms or that of Shutterstock. Images cannot be used in a shared funnel, downloaded outside of the Social Connector platform or used within any other Social Connector account. To the extent you breach any of the terms referenced herein, your rights will be immediately terminated without notice.

You agree not to use or attempt to use the Website or any software provided by Social Connector, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Social Connector. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or through use of any software or hardware including, but not limited to, refraining from:

- HARMFUL OR PROHIBITED ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Social Connector’ reputation; hacking and other digital or physical attacks on the Website; scraping, crawling, downloading, screen-grabbing, or otherwise copying content on the Website and/or transmitting it in any way we haven’t specifically permitted; introducing, transmitting, or storing viruses or other malicious code; interfering with the security or operation of the Website; framing or mirroring the Website; creating, benchmarking, or gathering intelligence for a competitive offering; infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship; intercepting or expropriating data; deceptive manipulation of media; and the violation of the rights of Social Connector or any third party

- “SPAMMING” AND UNSOLICITED COMMUNICATIONS. We have zero tolerance for spam and unsolicited communications. 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 Connector’ 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.

- 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, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, inciting, defamatory, libelous, harassing, or discriminatory; misleading, false, or misinforming; graphically violent; or solicitous of unlawful behavior.

- SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to Social Connector, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.

- ILLEGAL BUSINESS ACTIVITY. Any promotion of illegal business activity, including without limitation multi-level marketing (except in compliance with the FTC’s Business Guidance Concerning Multi-Level Marketing, promoting the sale or use of illegal drugs (including but not limited to Marijuana-derived CBD Oil); or infringing or promoting the infringement of the intellectual property rights of another.

In addition to the foregoing, Social Connector requires you to follow these best practices when sending electronic communications:

- Use only permission-based marketing electronic communications lists (i.e., lists in which each recipient affirmatively opted-in to receiving those electronic communications).

- Always include a working “unsubscribe” mechanism in each marketing electronic communication that allows the recipient to opt out from your mailing list (receipt/transactional messages that are exempt from “unsubscribe” requirements of applicable law are exempt from this requirement).

- Comply with all requests from recipients to be removed from your mailing list within the earlier of ten (10) days of receipt of the request, or the deadline under applicable law.

- Maintain, publish, and comply with a privacy policy that meets all applicable legal requirements, whether or not you control the sending of the electronic communications.

- Include in each electronic communication a link to your then-current privacy policy applicable to that electronic communication.

- Include in each electronic communication your valid physical mailing address or a link to that information.

- Do not send electronic communications to addresses obtained from purchased or rented lists.

- Do not use third party electronic addresses, domain names, or mail servers without proper permission from the third party.

- Do not routinely send electronic communications to non-specific addresses (e.g., [email protected] or [email protected]).

- Do not engage in spamming.

- Do not disguise the origin, or subject matter of, any electronic communications or falsify or manipulate the originating message address, subject line, header, or transmission path information for any electronic communication.

- Do not send offers to obtain or attempt to obtain personal information, or generate leads, for third parties.

- Do not send “chain letters,” “pyramid schemes,” or other types of electronic messages that encourage the recipient to forward the content to strangers.

- Do not send to lists of addresses that are programmatically generated or scraped from the Internet.

- Do not employ sending practices, or have overall message delivery rates, which may cause harm to our services or other users of our services.

- Do not send messages that may be considered junk mail. Some examples of these types of messages include, but are not limited to, messaging related to penny stocks, gambling, multi-level marketing (except in compliance with the FTC’s Business Guidance Concerning Multi-Level Marketing), direct to consumer pharmaceutical sales, and payday loans.

You further agree to conduct yourself and all of your businesses in full compliance with all applicable laws, whether through the use of Social Connector or otherwise.

SECTION 3 - OUR PRIVACY STATEMENT AND YOUR PERSONAL INFORMATION

We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website is governed by our Privacy Statement and, if you and/or your end users are located in the European Union, United Kingdom, Brazil, or California (USA). Our Privacy Statement may be viewed at https://www.socialconnector.ai/privacy-policy. Social Connector reserves the right to modify its Privacy Statement in its reasonable discretion from time-to-time. Our Privacy Statement and DPA are incorporated into this Agreement by reference.

SECTION 4 - INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS; PROHIBITION AGAINST HOSTING THIRD-PARTY AGENCY ACCOUNTS

As a Social Connector user, you will be required to create an account with Social Connector. You 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 Connector 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. You are also responsible for maintaining the confidentiality of proprietary or non-public information we may share with you as a Social Connector user, such as technical information, our pricing, our business strategy, and data about other past or current Social Connector users or their customers.

So-called “agency accounts,” or accounts in which you give your clients access to products you purchase, are prohibited. Should your usage data indicate, in Social Connector’ sole and exclusive discretion, that you are operating an agency account, you will be subject to cancellation of your Social Connector user account or enhanced pricing for your Social Connector user account, at Social Connector’ sole and exclusive discretion. You are fully responsible for all transactions with, and information conveyed to, Social Connector under your user account. You agree to immediately notify Social Connector 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 Connector is not liable, and you will hold Social Connector harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 21 below for additional information.

SECTION 5 - ORDER PLACEMENT AND ACCEPTANCE

If you order a service or product, payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate and may cancel or limit an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at [email protected] in order to modify or cancel your pending order. We cannot guarantee that we will be able to amend your order in accordance with your instructions.

All items are subject to availability. We will notify you if any item is not available, the expected availability date, and may offer you an alternative product or service. If the availability of any product or service is delayed and you do not wish to substitute the product or service, upon your request, we will cancel your order and if previously charged, your payment card will be fully refunded for that specific order. We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis at our sole and exclusive discretion.

Your purchase order of products and other services is conditioned on you re-affirming your acceptance of this Agreement. All advertised prices are in, and all payments shall be in, U.S. Dollars.

SECTION 6 - REFUNDS FOR HARD GOODS

If you have purchased a “hard good” (for example, a book or other tangible product) from Social Connector or any related brands, you may receive a limited refund if you comply with the following conditions (unless otherwise specified):

- You must request a refund in writing by contacting [email protected]

- Your request for a refund must be made within thirty (30) days of your purchase;

- You must return the hard goods to Social Connector immediately, according to the shipping and other instructions you will receive by email after requesting a refund;

- The hard goods must be returned to Social Connector in like-new, or re-sellable condition, as determined in Social Connector’ sole, reasonable discretion.

SECTION 6A - REFUNDS FOR DIGITAL SERVICES AND SUBSCRIPTIONS

Social Connector incurs fees and costs associated with Digital services offered. Additionally, these services include access for a given time. Therefore, refund requests for active subscriptions upon cancellation will NOT be granted. A cancellation must be requested within 24 hours of the renewal of any subscription. Cancellations made after the renewal of a subscription will be applied at the end of the current subscription period and the subscriber, client, customer will not be billed further.

If a cancellation request is made prior to the 24 deadline, and Social Connector fails to cancel the subscription prior to the next charge, Social Connector will refund the full amount of the subscription without question.

SECTION 7 - TRIAL OFFER, AUTOMATIC ENROLLMENT AND PAYMENT, AND CANCELLATION

Where we offer you a free trial of Social Connector services, such free trial will start immediately after your registration and continue for the free trial offer period as indicated on the Website at the time you register. Free trial subscriptions are only available to new subscribers of Social Connector and for the limited periods as set out on the Website. Previous subscribers or those subscribers who have already benefited from a free trial subscription to Social Connector do not qualify for a further free trial period.

Social Connector will email a reminder that your trial is ending at least 7 days prior to you being charged. If you do not want to continue your subscription after your free trial comes to an end, you must contact us at least 24 hours before your free trial period ends by submitting a cancellation request to us via our support email address [email protected]

If you do not contact us at least 24 hours before your free trial (or any subscription-based service as mentioned in Section 6a above) period ends to cancel, your subscription will automatically continue and the payment card that you provided at the time of enrollment online will be charged the full Social Connector monthly membership subscription rate provided at the time of enrollment each month until you cancel. Social Connector can change the monthly membership subscription rate at any time. If the membership subscription rate changes after you subscribe, we will notify you by email and give you an opportunity to cancel.

If you wish to cancel your Social Connector subscription (including subscriptions for services) at any time after a free trial or discounted period ends, you must submit a cancellation request to us via our support email address [email protected]

For monthly subscriptions (including subscriptions for services), we require at least ten (10) days’ notice of cancellation by email. If you provide such notice less than ten (10) days before the first day of your next subscription month, your credit card may still be charged. You will not be entitled to prorate your last month’s use, nor will you be entitled to any refund for any payments to Social Connector. For annual subscriptions, we also require at least ten (10) days’ notice of cancellation by email. If you provide such notification less than ten (10) days before the first day of your next subscription year, your credit card may still be charged. If you cancel before the end of your year, you will not be entitled to a refund but we will provide you with a credit towards other Social Connector subscription services. Social Connector in its sole discretion may charge a cancellation fee equal to the amount the subscription was discounted.

SECTION 8 – SUBSCRIPTION TERMS AND AUTOMATIC PAYMENT

A Social Connector user is responsible for paying all sums due to Social Connector in connection with their monthly subscription in accordance with these Terms. The first fee payable in accordance with these Terms is due when the user account is set up and payment of the monthly fee is a condition of access, or after your free trial ends and you have not canceled the automatic subscription with us. Every calendar month, your account will be charged up to the subscription fee plus applicable tax for the following month’s subscription, together with any other fees for the following month’s subscription plus any accumulated charges for the past period (collectively, “Fees”). Failure by the Social Connector user to use any of the services available through the service provided by Social Connector does not relieve the Social Connector user of their payment obligations under these Terms.

Potential users can pay by credit card or debit card. Payment details shall be collected by us through our secure financial data collection mechanism. You acknowledge and agree that we hold data relating to the transaction, including the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due. You further acknowledge and agree that payments are due on a recurring basis in accordance with the payment terms for the specific service purchased (unless the subscription is cancelled in accordance with these Terms) and therefore authorize the automatic payment collection terms applicable to that specific service (e.g., on a monthly basis and for a specific amount). If for whatever reason, we are unable to process your monthly subscription payment, we may in our sole discretion, charge you a lesser amount to “pause” your account and retain your information as we attempt to contact you for updated payment information.

IF YOU ARE A SOCIAL CONNECTOR USER WITH A MONTHLY OR ANNUAL SUBSCRIPTION AND YOU HAVE PROVIDED US WITH A VALID CREDIT OR DEBIT CARD NUMBER OR AN ALTERNATE PAYMENT METHOD, EACH PAYMENT WILL BE AUTOMATICALLY PROCESSED AT THE TIME OF YOUR DESIGNATED PAYMENT DATE (MONTHLY OR ANNUALLY) AND WILL BE BILLED TO THE PAYMENT METHOD YOU PROVIDED TO US AT THE TIME OF YOUR ENROLLMENT. AS NOTED ABOVE, IF WE DO NOT RECEIVE SUFFICIENT FUNDS, WE MAY CHARGE YOU A LESSER AMOUNT TO PAUSE YOUR ACCOUNT. IF YOU WISH TO CANCEL YOUR SUBSCRIPTION TO SOCIAL CONNECTOR, YOU MAY DO SO THROUGH YOUR ACCOUNT DASHBOARD OR BY EMAILING [email protected] AT LEAST TEN (10) DAYS BEFORE THE FIRST DAY OF YOUR NEXT SUBSCRIPTION MONTH.

Social Connector reserves the right to immediately terminate a user’s account and/or service for any unpaid (in whole or part) period of the subscription (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event Social Connector starts collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided section 20 below.

In addition to any Fees, Social Connector may also charge applicable value added or other tax.

SECTION 8.1 - ADDITIONAL USE FEES (IMPORTANT)

Pricing for Social Connector Incidental Items

1.1 Phone Systems

Social Connector may incur fees for various actions taken by its clients within the system. To maintain affordable subscription prices for all users, we pass on these incidental charges, minus any applicable monthly credits. These fees are usage-based and are billed only to your "company billing wallet" as they are incurred.

- Phone Fees: Phone fees are among the most significant charges for users on our platform. Social Connector offers seamless integration with PROJECT BROADCAST, a powerful SMS/phone platform recommended for users in the U.S. and Canada. PROJECT BROADCAST operates as a subscription service with fixed monthly rates and credit costs as low as $0.025 per outgoing message. Below are the internal costs for using Lead Connector. We strongly recommend using Project Broadcast as your phone provider due to the following fees:

- A2P Registration Fees: One-Time Fee - $4.41 - $16.54

- Phone Number Purchase Fee:

- Per Month Registration Fee: $2.21 - $12/month (based on use case)

- SMS: $0.015 per segment (average $0.03 for incoming and outgoing SMS)

- Phone Calls: $0.017 per minute

1.2 Workflows

- Premium Trigger/Actions: $0.015 per PREMIUM workflow action

1.3 Email

- Verification: $0.0035 per email verification (REQUIRED if not on a dedicated sending domain; can be turned off upon request when not on a dedicated sending domain)

- Email Sending: $0.001 per email

1.4 AI Content Generation (Excluding Content Genius)

- Content AI (Headlines, Emails, etc): $0.135 per 1000 words

- Workflow AI (AI such as ChatGPT used inside workflows): $0.039 per action

- Conversation AI (Chatbots and AI-based conversations): $0.03 per message

2. Billing Wallet

Your billing wallet can be accessed in the billing section of your account. When the wallet balance falls below a certain amount, our system will automatically charge the credit card on file to "reload" the wallet to the specified amount. We recommend maintaining a minimum balance of $10 in your billing wallet.

3. Credits

Some users may receive a $10 credit to their billing wallet to assist with these additional charges. These credits will be applied at our discretion and do not constitute a guaranteed entitlement.

Please note that all prices and fees mentioned above are subject to change, and it is your responsibility to stay updated on the current pricing through our platform.

By using Social Connector's services, you agree to be bound by these additional costs as outlined in this section.

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Transfer of Service Fees: In the event you determine you no longer want social connector to be your CRM provider you may request your account to be transferred to another agency within the High Level system. Social Connector will transfer your account for a minimum fee of $250. This is to cover the costs of removing all social connector proprietary sites, funnels, emails, workflows, and access to all other tools provided with your social connector service. Please be aware this will automatically forfeit your monthly subscription, any special rates you have been granted, and termination of your account including all bonuses will be immediate with no refunds given for remaining subscription period.

SECTION 9 – SHIPPING FEES

Unless otherwise stated on the Website at the time of purchase, if we ship you a physical product, we reserve the right to add applicable shipping and handling fees to your order. Unless otherwise stated, we will use commercially reasonable efforts to fulfill your order within a reasonable time after receipt of your properly completed and verified order. Accurate shipping address and phone number information is required. Although we may provide delivery or shipment timeframes or dates, such dates are good-faith estimates and are subject to change. If your order will be delayed, we will contact you at the email address you provided when placing your order. If we are unable to contact you or you would like to cancel your order, we will cancel the order and refund the full amount charged. We shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery caused by any third-party carrier or other delivery service not owned or controlled by us. The risk of loss and title for such items pass to you upon our delivery to any third-party carrier.

SECTION 10 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE

Products, services, and prices are generally posted at the following URL, but are subject to change: https://www.socialconnector.ai/pricing. At times, Social Connector may also offer services which will be described when offered but nonetheless governed by this Agreement. Social Connector may also offer additional products and services through other sites to which it owns or controls; such sites are also governed by the terms herein. Social Connector reserves the right, without notice, to discontinue products or services or modify specifications and prices on products and services without incurring any obligation to you. Except as otherwise expressly provided for in these Terms, any price changes to your subscription or purchase of product(s) or services will take effect following email notice to you.

You acknowledge and agree that if you join the Two Comma Club, Two Comma Club services do not include travel or lodging, such travel or lodging expenses incurred by you shall be your responsibility and shall be in addition to any costs or fees associated with the program. You also acknowledge that the content of services, including without limitation the materials and information provided to you as education, is confidential and proprietary to Social Connector; accordingly, you agree that you shall not communicate the teachings, materials, or other information acquired or learned from the services to any other person.

Price changes are effective on the first day of the month after the price change is posted. By accessing, using, subscribing or placing an order over the Website, you authorize Social Connector to charge your account in the amount indicated for the value of the services you select, including any future price changes. 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 Connector services, and unless you terminate your subscription as provided herein, you agree that Social Connector may charge your credit card monthly for the products and services you have selected, and you consent to any price changes for such services after email notice has been provided to you.

Social Connector takes reasonable steps in an effort to ensure that the prices set forth on the Website are correct, and to accurately describe and display the items available on the Website. If the correct price of our product is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

When ordering products or services, please note that Social Connector does not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging will match the actual product that you receive. All sales are deemed final except as provided in Section 6 of these Terms. Social Connector’ descriptions of, or references to, products or services not owned by Social Connector are not intended to imply endorsement of that product or service, or constitute a warranty by Social Connector.

SECTION 11 – DISCLAIMER - YOUR BUSINESS’ INDIVIDUAL RESULTS WILL VARY

Every online business is different, employing different strategic approaches and organizational structures, and offering different products and services. Therefore, individual results will vary from user to user. YOUR BUSINESS’ INDIVIDUAL RESULTS WILL VARY DEPENDING UPON A VARIETY OF FACTORS UNIQUE TO YOUR BUSINESS, INCLUDING BUT NOT LIMITED TO YOUR CONTENT, BUSINESS MODEL, AND PRODUCT AND SERVICE OFFERINGS.

Social Connector does not promise, guarantee, or warrant your business’ success, income, or sales. You understand and acknowledge that Social Connector will not at any time provide sales leads or referrals to you or your business. Those businesses who purchase our products or services will receive access to software and tools to create Internet sales funnels and otherwise assist with their respective online offerings. However, we do not guarantee your business’ success and based upon many market factors that we cannot control, the software and tools we provide may or may not be applicable to your specific business. Further, we do not make earnings claims, efforts claims, return on investment claims, or claims that our software, tools, or other offerings will make your business any specific amount of money, and it is possible that you will not earn your investment back. We do not sell a business opportunity, “get rich quick” program, guaranteed system, franchise system, or a business in a box. You should not purchase our products or services if that is your expectation. Instead, you should purchase with the understanding that using the information and software purchased will take time and effort and may be applicable in some situations but not others. Also, we do not offer any tax, accounting, financial, or legal advice. You should consult your business’ accountant, attorney, or financial advisor for advice on these topics.

SECTION 12 – YOUR RESPONSIBILITIES IN RUNNING YOUR BUSINESS

You represent and warrant that you operate a business in good standing and you agree that there are no prior or pending government investigations or prosecutions against you or your business. You also agree that you and your business will only use Social Connector’s products and services for lawful purposes and that you shall not use such products or services, whether alone or in connection with other software, hardware, or services, for any unlawful or harmful purpose. You are solely and exclusively responsible for complying with any and all applicable laws and regulations in running your business, including, but not limited to, all laws governing advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your business. You agree to notify Social Connector if any investigation or lawsuit is threatened or filed against you, whereupon Social Connector shall have the right to terminate this Agreement without liability. Social Connector shall have no liability for your violation of any laws. You are solely and exclusively responsible for collecting and reporting any and all sales and use tax, and any other taxes, which may apply to sales of products or services by your business including, but not limited to, taxes which may apply to voluntary donations provided by your customers (as described in Section 13 below). Social Connector shall not be responsible to collect or report any taxes which may apply to your business or sales of products or services by your business. You agree to indemnify Social Connector as set out in Section 21 below in the event that you and/or your business violates any law and a claim is threatened or asserted against Social Connector as a result.

SECTION 13 – OPTIONAL ORDER “ROUND UPS” FOR CHARITABLE DONATIONS AND POTENTIAL TAX IMPLICATIONS

Social Connector, in its sole and exclusive discretion, may provide an opportunity for you and customers of your online business to voluntarily “round up” purchases at checkout by various dollar amounts, such as one, three, five, or ten dollars, to be donated to Village Impact and/or Operation Underground Railroad, charitable organizations under Canadian and United States law, respectively, that are tax-exempt under Section 149 of the Canadian Income Tax Act and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (each, individually, “Charity”). You agree that such “round up” donation amounts shall not be charged as a separate charge to your customer, but shall be included in a single charge for the total purchase price charged to your customer. Social Connector agrees to keep any “round up” donations in a separate, non-interest bearing account pending contribution of such amounts to the Charity. Any amounts constituting “round up” donations shall be irreversibly transferred to Social Connector, as agent and nominee for the Charity. You understand and agree that neither you nor your customers shall be entitled to any refund of any “round up” donations, regardless of whether a customer returns any or all items purchased from your online business. You understand and agree that such donations may be subject to sales tax, and that it is your sole and exclusive responsibility to collect and report such tax for sales to your customers. You further understand and agree that “round up” donations may not be tax deductible by you or your customers. You understand and agree that Social Connector is acting as nominee and agent of the Charity with regards to any “round up” donations and, pursuant thereto, Social Connector shall transfer such amounts to the Charity as soon as practicable, but in no event later than sixty (60) days after receipt of each donation.

SECTION 14 – COMMISSIONS PROGRAM AND INDEPENDENT SOCIAL CONNECTOR AFFILIATE PROGRAM

Social Connector may offer you an opportunity to become an independent Social Connector affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Social Connector accounts that you sell to other users subject to your acceptance of the terms of the Social Connector Affiliate agreement (the “Affiliate Agreement”). Social Connector reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed in the Affiliate Agreement. For avoidance of doubt, Affiliates are independent contractors and are not employees or agents of Social Connector. Affiliates have no authority to act on behalf of or bind Social Connector. Affiliates shall be solely and exclusively responsible for all costs and other expenses incurred. Sections 18 and 20 below – in their entirety (as well as all other terms in this Agreement) – apply to Affiliates, and further govern the relationship between Social Connector and each Affiliate.

For avoidance of doubt, all Sections of these Terms apply to you in your role as an Affiliate, unless expressly provided otherwise.

Prohibition Against Targeting Other Affiliates and Resellers

As an affiliate of Social Connector, Social Connector or other websites owned and operate by NFF LLC you are required to adhere to ethical and professional standards in your marketing activities. In particular, any attempt to target the customers, affiliates, or resellers of other marketers of genius products is strictly prohibited. This includes, but is not limited to, engaging in any form of direct or indirect solicitation or advertising directed at such individuals or entities.

Social Connector takes this policy very seriously, and any proven accusation of targeting the customers, affiliates, or resellers of other marketers of genius products will have serious consequences. Violation of this policy will result in the forfeiture of any unpaid rewards and the immediate termination of your affiliate rewards membership. Furthermore, we reserve the right to pursue any additional legal remedies available to address such conduct.

It is your responsibility as an affiliate to maintain the highest level of integrity in your marketing efforts, and to refrain from any actions that could harm the reputation or business interests of NFF LLC or its partners. We appreciate your cooperation and commitment to upholding these standards.

ADDITIONAL STANDARDS AND TERMS:

Affiliate Program Participation: The Affiliate agrees to participate in the Company's affiliate program and promote the Company's products and services through the use of unique links provided by the Company. The Affiliate agrees to comply with all terms and conditions of the program.

Compensation: The Company agrees to pay the Affiliate a commission on sales generated through the Affiliate's unique links. Payments will be made on or about the 5th of each month, provided that the pending commissions are $50 or higher. All earnings will be held for a 30-day window to prevent chargeback or fraud claims on payments. The Company will provide the Affiliate with a 1099 form for tax purposes. This form must be completed by the affiliate within 60 days of becoming an affiliate.

Payment Information: All payouts and charges will include Nicks Family Fitness LLC in the descriptor. The Affiliate is responsible for providing accurate payment information to the Company. Payouts are made through PayPal.

Prohibited Activities: The following activities are not allowed:

- Self-referrals (i.e. signing up for the Company's program through your own affiliate link)

- Abuse, gaming, or attempting to mislead (i.e. posting fake discounts to coupon-sharing websites)

- No search engine ads (especially on branded terms or domain names), Facebook ads, or other ads that would compete with the Company's own marketing and cause potential confusion for customers

- No Facebook ads that link to the Company's website or anything similar that would compete with the Company's own paid marketing and drive up costs and potentially cause confusion

- No pretending to be acting on behalf of the Company (i.e. as an employee)

Disclaimer: Social Connector and Nicks Family Fitness LLC make no claims as to the earning potential and are not responsible for legal claims made against the Affiliate. This is a share-at-your-own-risk agreement. HRS will make good faith efforts to satisfy all customers' needs based on the Company's terms of use policy.

Term and Termination: This Agreement shall commence on the date of acceptance by the Company and shall continue until terminated by either party. The Company reserves the right, at its sole discretion, to terminate the Affiliate's account for violation of any of the rules above or for any reason it considers harmful to its business.

Changes to Terms: The Company reserves the right to change the Terms of Service for its affiliate program at any time. It is the Affiliate's responsibility to stay up to date with the terms and conditions of the program.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

In the event you make a purchase using a Social Connector Affiliate identification number, the Affiliate tied to such sale will be given your name and email address for other promotional opportunities and purposes. By making a purchase through such Affiliate link or identification number you expressly agree that your name and email address may be shared with the Affiliate.

SECTION 15 – TESTIMONIALS, REVIEWS, AND PICTURES/VIDEOS

Social Connector is pleased to hear from users and customers and welcomes your comments regarding our services and products. Social Connector may use testimonials and/or product reviews in whole or in part together with the name, city, and state of the person submitting it. Testimonials may be used for any form of activity relating to Social Connector’ services or products, in printed and online media, as Social Connector determines in its sole and exclusive discretion. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that you and your business may have using our services or products. As set forth above in Section 11, your business’ results will vary depending upon a variety of factors unique to your business and market forces beyond Social Connector’ control. Note that testimonials, photographs, and other information that you provide to us will be treated as non-confidential and nonproprietary, and, by providing them, you grant Social Connector a royalty-free, worldwide, perpetual, non-exclusive and irrevocable license to use them.

Additionally, Social Connector reserves the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. Social Connector shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

SECTION 16 – COMPLIANCE WITH THE LAWS, INCLUDING COMMITMENT AGAINST HARASSMENT AND INTERFERENCE WITH OTHERS

As a Social Connector user and/or Affiliate, whether or not you display the Social Connector’ Badge, you must comply with all laws, both U.S. and foreign, including, but not limited to, laws prohibiting deceptive and misleading advertising and marketing, e-mail marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), telemarketing laws (including the federal Telephone Consumer Protection Act (47 U.S.C. § 227) and the Federal Trade Commission’s Telemarketing Sales Rule (16 C.F.R. § 310)), laws governing testimonials (including the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255)), and/or any similar laws, laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export laws. You are solely responsible for ensuring their compliance with all applicable laws, rules, regulations, and court orders of any kind of any jurisdiction applicable to you and your business, and any recipient to whom you send digital messages using our products or services. You have the responsibility to be aware of, understand, and comply with all applicable laws and ensure that you and all users of your account comply with such applicable laws at all times.

If you use any messaging software, including any Social Connector-provided messaging software now existing or which may in the future be created, or any other messaging system or other software or hardware provided by you or a third-party, you agree that you will follow all applicable laws with respect to sending messages, including without limitation the federal Telephone Consumer Protection Act. You further agree to indemnify and defend Social Connector from any claims, damages, losses, and lawsuits of any kind or nature that may be made or brought against Social Connector relating in any way to your violation of law or third-party rights by use or misuse of any messaging software or hardware, whether or not provided by Social Connector. You further understand and agree that Social Connector has no control over, and therefore cannot be responsible for, the functionality or failures of any third-party software, including without limitation Facebook, Facebook Messenger, and internet browser notifications. Social Connector DOES NOT WARRANT THAT ANY Social Connector MESSAGING SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF ANY AND ALL MESSAGING SOFTWARE AND/OR HARDWARE.

SECTION 17 – DISCLAIMERS OF OTHER WARRANTIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:

THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

ANY USERS OF THE WEBSITE(S) THAT ARE IN BETA TESTING STAGE OR A SIMILAR PRE-LAUNCH OR TRIAL STAGE HEREBY EXPRESSLY ACKNOWLEDGE THAT FULL SECURITY PROTOCOLS OF THE BETA-STAGE WEBSITE(S) MAY BE INADEQUATE OR NOT FULLY VETTED BY US. BY USING ANY OF OUR WEBSITE(S) IN BETA STAGE, YOU ASSUME THE FULL RISK OF ANY DATA BREACHES AND HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS Social Connector FOR ALL CLAIMS AND/OR DISPUTES ARISING OUT OF SUCH BETA-STAGE USAGE BY YOU.

SECTION 18 – LIMITATIONS OF LIABILITIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL SOCIAL CONNECTOR OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT INCLUDING THE PRIVACY STATEMENT AND DPA, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER SOCIAL CONNECTOR HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

IN NO EVENT SHALL SOCIAL CONNECTOR’ LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO SOCIAL CONNECTOR FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST SOCIAL CONNECTOR OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

SECTION 19 – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBIT RATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, these Terms, the Privacy Statement, the Affiliate Agreement, or your relationship with us that cannot be resolved through such informal process or through negotiation within one hundred and twenty (120) days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 20 & 21 below. The arbitration will be conducted by a single neutral arbitrator in the English language in San Diego County, California, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms, the Privacy Statement, this arbitration provision, and any other terms incorporated by reference into these Terms. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or Social Connector.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

The arbitrator shall follow the substantive law of the State of California without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and Social Connector agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class-wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and Social Connector expressly waive any right to pursue any class or other representative action against each other.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1-year period includes the one hundred and twenty (120) day informal resolution procedures described above).

This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

This provision survives termination of your account or relationship with Social Connector, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

SECTION 20 – SOCIAL CONNECTOR’ ADDITIONAL REMEDIES

In order to prevent or limit irreparable injury to Social Connector, in the event of any breach or threatened breach by you of the provisions of this Agreement or any infringement or threatened infringement by you of the intellectual property of Social Connector or a third party, Social Connector shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Ada County, Idaho restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting Social Connector from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Ada County, Idaho for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

SECTION 21 – INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Social Connector, its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website, software, products, or services, (2) information you submit or transmit through the Website, (3) your breach of these Terms, the documents they incorporate by reference, the Agreement, or the representations and warranties provided by you in this Agreement, or (4) your violation of any law or the rights of a third party.

SECTION 22 – NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT

If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send Social Connector a notice requesting that Social Connector remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send Social Connector a counter-notice. Notices and counter-notices should be sent to Social Connector, Attention Legal Department, 3443 W. Bavaria Street, Eagle, Idaho 83616, or by e-mail to [email protected]

SECTION 23 – THIRD-PARTY LINKS

The Website may contain links to other websites. Social Connector assumes no responsibility for the content or functionality of any non-Social Connector website to which we provide a link. Please see our Privacy Statement for more details.

SECTION 24 – TERMINATION

This Agreement will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW,” “SUBMIT,” “BUY NOW,” “PURCHASE,” “I ACCEPT,” “I AGREE” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement or violated any law, whether in connection with your use of Social Connector or otherwise, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Sections 11, 12, 13, 15 through 21, and 24 through 33 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with Social Connector. Upon termination, you remain responsible for any outstanding payments to Social Connector.

SECTION 25 – NO WAIVER

No failure or delay on the part of Social Connector in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by Social Connector.

SECTION 26 – GOVERNING LAW AND VENUE

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Statement or any matter concerning Social Connector, including your purchase and use or attempted use of any service or product, shall be governed exclusively by the laws of State of Idaho without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (ifproper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 19 above, the parties agree any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Ada County, Idaho, and you hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and you forever waive any right to bring such claims on a class-wide or representative basis.

SECTION 27 – FORCE MAJEURE

Social Connector will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

SECTION 28 – ASSIGNMENT

Social Connector may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Social Connector’ (or its assigns’) express written consent.

SECTION 29 – ELECTRONIC SIGNATURE

All information communicated on the Website is considered an electronic communication. When you communicate with Social Connector through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

SECTION 30 – CHANGES TO THE AGREEMENT

You can review the most current version of the Terms at any time at https://www.socialconnector.ai/terms. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Statement by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.

SECTION 31 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES

You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using the Website; (3) have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and (4) that you will not resell, re-distribute, or export any product or service that you order from the Website. You further represent that Social Connector has the right to rely upon all information provided to Social Connector by you, and Social Connector may contact you, your business, and any subaccounts you create by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.

You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to you, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Social Connector of the same within twenty-four (24) hours. Social Connector, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Social Connector without incurring any obligation or liability to you.

SECTION 32 – SEVERABILITY

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

SECTION 33 – ENTIRE AGREEMENT

These Terms, the Privacy Statement and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Social Connector and governs your access to and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Social Connector. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to this Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party. When translations of these Terms are provided to You, they are only provided for convenience and the English language translation of these Terms shall govern.

SECTION 34 – CONTACTING US

We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an email to [email protected].

Notices to you may be made by posting a notice (or a link to a notice) on https://www.socialconnector.ai/terms and such other sites we own and control, by email, or by regular mail, at Social Connector’ discretion.

SECTION 35 – THIRD-PARTY TOOLS AND PROVIDERS

As an authorized reseller of tools from third-party providers, including but not limited to Cloudkii and Genius, Social Connector offers access to these tools for your convenience. However, please note the following important information regarding the use of these third-party tools:

- Use at Your Own Risk: The use of tools provided by Cloudkii, Genius, or any other third-party provider is entirely at your own risk. Social Connector does not provide support for these tools and is not responsible for any issues that may arise from their use.

- No Liability: Social Connector is not liable for any damages, losses, or issues that result from your use of third-party tools. This includes, but is not limited to, any disruptions to your business operations, data loss, or account suspensions.

- No Endorsement by Facebook or Instagram: The tools provided by Cloudkii, Genius, and other third-party providers are not endorsed by Facebook or Instagram. Use of these tools may put your social media accounts at risk, particularly if Facebook or Instagram policies change. It is your responsibility to ensure that your use of these tools complies with all applicable policies and terms of service set by Facebook, Instagram, and any other relevant platform.

- Policy Changes: Social Connector cannot predict or control changes to Facebook or Instagram policies. You are solely responsible for staying informed about and compliant with these policies when using third-party tools.

By using third-party tools through Social Connector, you acknowledge and accept these terms. It is your responsibility to assess the risks and ensure that you are in compliance with all applicable regulations and platform policies.

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