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Terms of Service
1. Acceptance of Terms
2. Your Registration Obligations
In consideration of your use of the Site and the Services, you represent that you are of legal age to form a binding contract or have parental consent and are not a person barred from receiving the Services under the laws of the United States or any other applicable jurisdiction. You also agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by Social Exchange's registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of Social Exchange or the Services (or any portion thereof).
By registering for Social Exchange, you represent that you at least thirteen (13) years old. Social Exchange is not intended for use by children younger than thirteen (13) years old and does not intentionally collect information from such children, and any discovered accounts held by such children or information unintentionally collected from such children shall be deleted immediately.
On Social Exchange, you will be belong to an organization and to groups within an organization. Your Social Exchange organization account will be registered and managed by the organizational administrator (the “Administrator”). The Administrator can create Organizational Managers who have the ability to a) set up groups within the organization and b) appoint Group Managers. The Group Managers are responsible for administering the groups, including by overseeing communications among the group members. All users who do not have administrative or managerial privileges are simply “Users,” and these Users may be asked to join or be excluded from membership in a Social Exchange organization or group by the Organizational Managers and Group Managers in their sole discretion. Social Exchange does not arbitrate disputes among Managers and Users when there is a disagreement about whether a User should belong to an organization or group.
In these Terms of Service and other incorporated policies, “you,” “your,” and “Customer” refers to the organization, Administrator, Manager, or other User registering for the Services. Throughout these Terms of Service, your responsibility is stated for various items. You should understand by these references that you are responsible for the account you create. If you are an Administrator, you are financially and otherwise responsible for all activity on the Social Exchange organization account you create, whether such activity is by Managers, Users, or unauthorized third persons. The Administrator is therefore encouraged to monitor all public activity by its organization’s Managers and Users. If you are a Manager or User, you are simply responsible for activity occurring on your Manager or User account, including any financial activity or content and communications posted under that account; you are not responsible for the organizational account, for which the organization’s Administrator is solely responsible.
Additionally, by signing up for an organization account, the Administrator registering for the Services is deemed to have consented to these Terms of Service on behalf of all Managers and Users who are members of that Social Exchange organization. If you are creating an account on behalf of a legal entity or other group of persons, you represent and warrant that you have the legal authority to bind such entity or group to these Terms of Service.
4. Social Networking Services
As part of our Services, you and your Managers and Users have access to a platform for social networking. The purpose of this platform is for Organization and Group Managers to invite Users to participate in an online forum for facilitating interactions among the organization’s members. You agree to use the Site and Services in a responsible manner, including as set out in these Terms of Service. You therefore agree to a) only invite persons who are actually part of your organization to join Social Exchange, b) not send unsolicited messages or spam to persons outside of your Social Exchange organization, and c) respect all other persons you interact with on Social Exchange and generally treat others the way you would want to be treated. Social Exchange reserves the right to terminate your use of the Site and Services without warning if it finds that you are in violation of these Terms of Service.
You acknowledge that the Services cannot be guaranteed to be accessible from all locations and devices due to various technological, regulatory, or other restrictions.
You are responsible for obtaining access to Social Exchange, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access Social Exchange.
You are responsible: (i) for any and all activities that may occur under your account and (ii) to maintain the confidentiality and security of your data and account password. You agree to notify us immediately if there has been an unauthorized use of your account or any other breach of security.
Notice of any security breaches may be sent to email@example.com.
6. Forbidden Activity
You agree not to use the Services in any illegal or abusive manner. You may not (and are not authorized to allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in Social Exchange, the Services, or any necessary software used in connection with Social Exchange (the “Software”).
You further agree:
You shall not make the following types of information, materials, or content (collectively, “Content”) available. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content that (a) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; or (c) advertises or otherwise solicits funds or is a solicitation for goods or services. Social Exchange reserves the right to terminate your receipt, transmission, or other distribution of any such material using the Services, and, if applicable, to delete any such material from its servers. Social Exchange intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Service or of any applicable laws.
To ensure that Social Exchange provides a high quality experience for you and for other users of the Site and the Service, you agree that Social Exchange or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Services. Social Exchange does not intend to disclose the existence or occurrence of such an investigation unless required by law.
It is acceptable for an organization to offer services or promotions on its Social Exchange newsfeed. However, Social Exchange works hard to avoid the Services from becoming a venue for spam, and therefore Social Exchange reserves the right to impose limitations on an organization’s newsfeed or to terminate the organization’s account in cases of abuse.
7. Pricing and Billing
Social Exchange may charge for its Services either at the time you register or at any point thereafter. If you are the creator of an organization account, you agree to abide by the pricing and payment terms established when you agreed to sign up for Social Exchange. Any termination of your account or access to the Services due a breach of these Terms of Service will not relieve you of any obligation to pay any fees or other amounts owed to Social Exchange, except to the extent otherwise specified by a written agreement with Social Exchange.
8. Modifications to Social Exchange
Social Exchange reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Social Exchange or the Services (or any part thereof) with or without notice. You agree that Social Exchange shall not be liable to you or to any third party for any modification, suspension or discontinuance of Social Exchange or the Services (or any part thereof). Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Social Exchange properties, shall be subject to these Terms of Service.
9. Term and Termination.
These Terms of Service apply from the date you create an account with Social Exchange and continue to apply until your account and use of the Services is terminated by either of us. All sections of these Terms of Service that by their nature should continue (such as the “Governing Law and Jurisdiction” section) will survive termination.
You may terminate your Social Exchange account, any associated email address, and access to Social Exchange by submitting a termination request to Social Exchange by phone or by email to firstname.lastname@example.org.
You agree that we may, without prior notice, immediately terminate, limit your access to or suspend your Social Exchange account, any associated email address, and access to the Services for a breach of these Terms of Service or of your service agreement with Social Exchange. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of these Terms of Service or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to Social Exchange (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, and/or (f) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services.
Termination of your Social Exchange account includes any or all of the following: (a) removal of access to all or part of the offerings within Social Exchange, (b) deletion of your password and all related information, files, and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of Social Exchange or the Services.
Social Exchange may provide, or third parties may provide, links to other internet sites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
11. Intellectual Property
Subject to your compliance with these Terms of Service, Social Exchange grants you a non-exclusive, revocable, non-sublicenseable, and non-transferable license to access and use the Site and the Services until the termination of your account by you or us. You acknowledge and agree that Social Exchange, the Services, the Software are protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws (the “Social Exchange IP”). These Terms of Service and your use of the Site and Services does not transfer to you any Social Exchange IP beyond your limited-term, non-exclusive license referenced herein, and all right, title and interest in and to Social Exchange IP will remain solely with Social Exchange. Except as expressly authorized by us, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform, or create derivative works based on Social Exchange, the Site, the Services, or the Software, in whole or in part.
All contents of the Site, including but not limited to, text, site design, images, data, and source code, are: Copyright © 2015 Marina Bay, LLC All rights reserved. Any reproduction, distribution, retransmission, or publication of any of our copyrighted material is strictly prohibited without our express written consent.
You agree that all of Social Exchange’s trademarks, trade names, service marks, logos, brand features, and product and service names are trademarks and the property of Social Exchange (the “Social Exchange Marks”). Without Social Exchange's prior permission, you agree not to display or use the Social Exchange Marks in any manner.
When accessing the Site or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your organization or user account. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
Social Exchange has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Services. Social Exchange has adopted a policy that provides for the immediate suspension and/or termination of any User who is found to have infringed on the rights of Social Exchange or of a third party, or otherwise violated any intellectual property laws or regulations. Social Exchange’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Social Exchange to delete, edit, or disable the material in question, you must provide Social Exchange with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Social Exchange to locate the material; (d) information reasonably sufficient to permit Social Exchange to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Social Exchange’s designated agent at email@example.com.
12. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF SOCIAL EXCHANGE AND THE SERVICES IS AT YOUR SOLE RISK. SOCIAL EXCHANGE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOCIAL EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SOCIAL EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (I) SOCIAL EXCHANGE AND THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) SOCIAL EXCHANGE AND THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SOCIAL EXCHANGE AND THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH SOCIAL EXCHANGE AND THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SERIVCES OR SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SOCIAL EXCHANGE AND THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOCIAL EXCHANGE OR THROUGH OR FROM SOCIAL EXCHANGE AND THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
13. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOCIAL EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOCIAL EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE SOCIAL EXCHANGE AND THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (E) ANY OTHER MATTER RELATING TO SOCIAL EXCHANGE.
You agree to defend, indemnify and hold Social Exchange and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any and all claims, demands, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorneys' fees, made by you or any third party due to or arising out of your or your organization’s Managers’ or Users’ a) use of Social Exchange or the Services, b) posting of content to Social Exchange, c) use of Social Exchange to interact with others, d) violation of these Terms of Service, or e) violation of any rights of another.
15. Messages and Notices
Social Exchange may provide you with notices, including those regarding changes to these Terms of Service, by email, regular mail, SMS, MMS, text message, postings on Social Exchange, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate these Terms of Service by accessing Social Exchange in an unauthorized manner. Your agreement to these Terms of Service constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed Social Exchange in an authorized manner.
Notices to Social Exchange must be sent to Marina Bay, LLC, 4 Lightfoot Drive, Manalapan, NJ 07726, Attn: Legal; Email: firstname.lastname@example.org. All notices shall be in English.
You understand and agree that (and consent on behalf of your organization’s members if an Administrator) Social Exchange may send you certain communications from Social Exchange, such as service announcements, administrative messages, newsletters, and that these communications are considered part of Social Exchange membership and you will not be able to opt out of receiving them. Such communications may be sent by email, regular mail, SMS, MMS, text message, postings on Social Exchange, or other reasonable means now known or hereafter developed.
16. International Use and Export and Import Compliance
Recognizing the global nature of the Internet, you agree to comply with all applicable laws and other local rules regarding online conduct and acceptable use of the Services. Transfer of or use of Social Exchange or the Services and transfer, posting, and uploading of software, technology, and other technical data via the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, you represent and warrant that you: (a) are not a prohibited party identified on any government export exclusion lists or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations; (b) will not transfer the Services or software, technology, and other technical data via the Services to export-prohibited parties or countries; (c) will not use the Services for military, nuclear, missile, chemical, or biological weaponry end uses in violation of U.S. export laws; and (d) will not transfer, upload, or post via the Services any software, technology, or other technical data in violation of U.S. or other applicable export or import laws.
17. Government Use
Use of the Services by the United States government or other governmental agencies shall be as "restricted computer software" or "limited rights data" as set forth in 48 CFR 52.227-14, or as "commercial computer software" or "commercial computer software documentation" under DFARS 252.227-7202, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government or such agency other than under normal commercial licensing terms and conditions. Contractor/manufacturer is Marina Bay, LLC, 4 Lightfoot Drive, Manalapan, NJ 07726.
You grant Social Exchange a license to use the materials you post to the Site or Services. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Services, you are granting Social Exchange, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Social Exchange, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Social Exchange may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Services, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
19. General Information
Entire Agreement. These Terms of Service constitutes the entire agreement between you and Social Exchange and govern your use of Social Exchange and the Services, superseding any prior version of these Terms of Service between you and Social Exchange. You also may be subject to additional terms and conditions that may apply pursuant to any separate written agreement you have entered into with Social Exchange; in the event of any explicit conflict between the terms of that separate agreement with Social Exchange and these Terms of Service, the terms of that separate agreement will govern.
Governing Law and Jurisdiction. You and Social Exchange each agree that these Terms of Service, the relationship between the parties, and all claims arising from or related thereto shall be governed by and construed in accordance with the laws of the State of New Jersey as they apply to agreements entered into and performed entirely within New Jersey between New Jersey residents, without regard to its conflict of laws rules. You and Social Exchange agree to the exclusive personal jurisdiction of the courts located in the State of New Jersey having subject matter jurisdiction over the matters arising under this Agreement and hereby waive any objections to such venue or jurisdiction. You and Social Exchange further agree that each party in any dispute shall pay its own attorneys’ fees and other legal costs and expenses and shall not seek reimbursement from the other party for such fees, costs, and expenses.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Social Exchange, the Services, or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Force Majeure. Social Exchange will not be responsible for delays and/or defaults in its performance due to causes beyond its reasonable control, including, but without limiting the generality of the foregoing: acts of terrorism; wars; hostilities; revolutions; riots; civil commotion; national emergency; fire or explosion; flood; force of nature; embargoes; accidents; acts of God; stability or availability of the Internet; the elements; telecommunication system failure; technology attacks; epidemic; quarantine; computer viruses; strike; lockouts; disputes with workmen or labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; acts or requests of any governmental authority; or any other cause beyond Social Exchange’s control, whether or not similar to the foregoing.
Waiver and Severability of Terms. The failure of Social Exchange to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your Social Exchange account is non-transferable by you and any rights to your Social Exchange account or its associated data or contents will terminate upon a) death, in the case of an individual user, or b) the date a corporate user ceases to operate as the original legal entity or as a going concern, whether such cessation is accomplished through merger, bankruptcy, liquidation, or any other process. For the sake of clarity, Social Exchange is allowed to transfer all data to a successor entity in the event of a corporate reorganization.
Section Headings. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
Construction. These Terms of Service shall be construed and interpreted fairly in accordance with the plain meaning of their terms, and there shall be no presumption or inference against Social Exchange in construing or interpreting the provisions hereof.
Please report any violations of these Terms of Service by email to [email@example.com].
21. Changes to Terms of Service
Social Exchange may, in its sole discretion and without prior notice, revise these Terms of Service. Social Exchange shall post any revision to these Terms of Service to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Service and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.
Last Updated: April 20, 2015