These General Terms of Service (the “General Terms”) govern your use of SocialFinda’s products and services (collectively, the “Products and Services”). The term of these General Terms shall be the duration of your use of the Products and Services. By registering a Customer Account (as defined below) or using any of the Products and Services, you agree to these General Terms, including terms that limit our liability (see Section 9 and 10), require individual mediation or arbitration for any potential legal dispute (see Section 13) and authorize contracting through electronic systems (see Section 15). You also agree that certain Products and Services are subject to additional terms (see Section xxx-2, and “Requirements” and “Restrictions” which mean, respectively, (a) technical requirements and specifications and (b) limitations on your use of the applicable Products and Services, as such Requirements and Restrictions are set forth in the FAQ or otherwise made known to you via the website or Documentation (as defined below). The Privacy Policy, Requirements, Restrictions, FAQs, website, and other user manuals and information designed to assist you in use and operation of the Products and Services (collectively, the “Documentation”), these General Terms are collectively referred to as the “Agreement”.
1. Parties to the Agreement.
This Agreement is a legal contract between SocialFinda, on behalf of itself and its affiliates and subsidiaries worldwide (collectively, “SocialFinda,” “we,” “our” or “us”) and you (“you”, “your” or “Customer”). You represent and warrant to us that: (a) you are least eighteen (18) years of age; (b) you are eligible to register and use the Products and Services and have the right, power, and ability to enter into and perform under the Agreement and (c) your use of the Products and Services will be in compliance with the terms and conditions of the Agreement and all applicable laws. If you are acting on behalf of a third party (“Third Party End-User”), you represent and warrant that: (a) you are authorized to make the purchase and enter into this Agreement on behalf of the Third Party End-User as that party’s agent and (b) that the Third Party End-User is bound by this Agreement. If you enter into this Agreement on behalf of a Third Party End-User, you agree that you are jointly and severally liable for any breach of this Agreement resulting from your acts and omissions, or the acts and omissions of the Third Party End-User or any Authorized User (as defined below) of the Third Party End-User.
2. Customer Account Registration.
You are required to register an account with us (a “Customer Account”) in order to use the Products and Services. During registration of a Customer Account, you agree to provide accurate and complete information in response to our questions, and you further agree to promptly update this information should it change. In connection with use of the Customer Account, a Customer may authorize itself and others (collectively, “Authorized Users”) to use the Products and Services on Customer’s behalf. Each Authorized User will establish or be provided a username and password, and may also establish or be provided other access credentials, such as an encryption key (collectively, “Access Credentials”). You will, and will ensure that each of your Authorized Users will, keep the Access Credentials confidential and ensure that they are not disclosed to any third party. You are responsible for the acts and omissions of your Authorized Users. You, and not SocialFinda, are fully responsible for all activity that occurs under your Customer Account using the Access Credentials, including any loss or deletion of Customer Content (as defined below). We reserve the right to suspend or terminate the Customer Account, or the access of any Authorized User, for any reason, including if any registration information is inaccurate, untrue or incomplete, or if you or any of your Authorized Users fail to maintain the security of any Access Credentials. You agree to, and will ensure that each Authorized User will, notify us immediately upon learning of any unauthorized access to a Customer Account or any other suspected security breach.
3. Free Services and Pre-release Services.
(a) Free Services. We may offer free Products and Services, including free trials of the Products and Services (“Free Services”). The Free Services and Pre-release Services (as defined below) (together, the “Evaluation Services”) require an active Customer Account and are subject to the time limits that are made known to you via email or the Documentation. You acknowledge and agree that: (a) your use of the Evaluation Services is for the sole purpose of evaluating and testing the applicable Products and Services and providing feedback to us; (b) your use of the Evaluation Services will be in compliance with the Documentation and any Restrictions and Requirements made known to you; (c) you will inform your Authorized Users of the nature of the limitations on use of the Evaluation Services. We assume no liability for the loss of any Customer Content provided to us. SocialFinda, in its sole discretion, may discontinue the Evaluation Services at any time, at which point your access to the Evaluation Services will end and any Customer Content shall be irretrievably deleted.
(b) Pre-release Services. We may designate new products, services, enhancements or features as pre-release, alpha or beta services (collectively, “Pre-Release Services”). In addition to the terms set forth in Section 6(a), you agree that the Pre-Release Services are experimental in nature, have not been fully-tested and may be discontinued at any time with or without notice. You agree to assist us in testing, evaluating, refining and improving the applicable Pre-Release Services. You agree to promptly report problems to us whenever the Pre-Release Services do not perform in accordance with the Documentation. Periodically and at our request, you may provide us with comments, criticisms, suggested improvements and other feedback, about the use, operation, functionality and features of the Pre-Release Services (collectively, the “Pre-Release Feedback”). You agree that we have the right to use the Pre-Release Feedback in the same manner that we have the right to use other Feedback (as defined herein).
4. Customer Acknowledgements and Obligations.
You acknowledge and agree to the following:
(a) Upon purchase of the Products and Services, you will provide all necessary information on your search, including attending interviews, in order for SocialFinda to provide the Products and Services.
(b) Changes to Products and Services. SocialFinda may periodically update or upgrade the Products and Services. You acknowledge and agree that SocialFinda may, at any time and without notice to you, discontinue, suspend or modify the Products and Services, any functionality or feature of the Product and Services or the availability of the Products and Services.
5. Fees and Payment.
(a) Fees. You agree to pay all fixed and variable usage-based fees (if any) (collectively, “Fees”) for the Products and Services as specified at the time of purchase. Unless otherwise indicated at the time of purchase, all Fees exclude sales, use, value-add and similar taxes (collectively, “Sales and Use Taxes”), import tariffs, and shipping and handling fees, which shall be your responsibility. You shall indemnify, defend and hold SocialFinda harmless for any liability or expense SocialFinda may incur in connection with the failure to pay, or collection of, any Fees, Sales and Use Taxes, import tariffs or shipping and handling fees.
(b) Payment and Credit Cards. For Products and Services purchased directly from SocialFinda’s website or portals, SocialFinda may utilize a third party to process credit card payments on SocialFinda’s behalf (“Payment Provider”). Payment Provider’s policies govern the processing of your payment, and you must refer to those policies and not this Agreement to determine your rights and liabilities. For a list of the Payment Providers SocialFinda currently uses, please write to the SocialFinda Administration Officer. You agree to provide SocialFinda’s Payment Provider with a valid credit card (Visa, MasterCard or any other branded credit card accepted by SocialFinda) or alternative payment method as a condition to such transactions.
6. Term and Termination.
(a) Term. The term of your access to the Products and Services (a “Subscription”) will continue for the period identified at the time of your purchase (the “Initial Term”). The Subscription will automatically renew for successive terms equal to the applicable Initial Term (each a “Renewal Term”).
(b) Termination for Material Breach. SocialFinda may terminate this Agreement and your Subscription at its discretion, effective immediately, for non-payment or if you materially breach any provision of this Agreement and do not substantially cure the breach with thirty (30) days after receiving written notice.
(c) Suspension. SocialFinda may, at any time and in its sole discretion, suspend access to any Products and Services for one or all of your Authorized Users, including but not limited to, the following reasons: (i) a threat to the security or integrity of the Products and Services, (ii) you have materially breached this Agreement or (iii) any amount due under this Agreement is not received by SocialFinda within fifteen (15) days after it was due.
(d) Effects of Termination. Upon termination or expiration of this Agreement or any Subscription for any reason, (i) any amounts owed to SocialFinda before such termination or expiration will be immediately due and payable, (ii) access to Product and Services will immediately cease. Those provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement or a Subscription shall so survive.
7. Security.
We have implemented administrative, physical and technical safeguards designed to secure your account and content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat our safeguards or use your account and content for improper purposes. You provide your Customer Account details to us at your own risk. You are solely responsible for safeguarding, and ensuring that your Authorized Users safeguard, the Access Credentials.
8. Proprietary Rights.
(a) Reservation of Rights. You acknowledge and agree that the software, code, hardware, trademarks, trade secrets, proprietary methods and systems used to provide the Products and Services (“our Technology”) and the content made available or displayed by us through the Products and Services, including all text, graphics, images and the look and feel of such Products and Services (collectively “our Content”) are owned by or licensed to SocialFinda, including all intellectual property rights therein. Nothing in this Agreement or any of the Documentation shall be considered an assignment or other transfer of ownership in and to our Technology or our Content to you, either expressly, or by implication, estoppel, or otherwise. Other than the authorizations or licenses as may be conferred or granted by us to you in this Agreement or any of the Documentation, SocialFinda reserves all right, title and interest in and to our Technology and our Content. No right or license is granted by SocialFinda to you or your Authorized Users to use any SocialFinda trademark, trade name, service mark, product name or other source designator.
(b) Continuous Development. SocialFinda may continually develop and provide ongoing innovation to the Products and Services in the form of new features, functionality, and efficiencies. In the event SocialFinda adds new features or functionality (collectively, “Functionality”) to a particular Product or Service, SocialFinda may offer the Functionality to you at no additional charge or, if SocialFinda generally charges customers for such functionality, SocialFinda may condition your use of the Functionality on the payment of additional Fees.
(c) Feedback. In the course of using the Products and Services, you or your Authorized Users may provide SocialFinda reports, comments, suggestions or ideas relating the Products and Services (“Feedback”). SocialFinda shall have no obligation to incorporate Feedback into any Product or Service, and you shall have no obligation to provide Feedback. SocialFinda shall have no obligation to treat such Feedback as your confidential or trade secret information. You, on behalf of yourself and your successors in interest, grant to SocialFinda a world-wide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to use, profit from, disclose, publish, or otherwise exploit any Feedback. Without limiting the generality of the foregoing, you agree that its provision of Feedback does not give it any intellectual property or any other right, title, or interest in or to any aspects of the Products and Services, even if such Feedback leads SocialFinda to create new Products or Services. No representations, warranties, or indemnities as may be granted by either party to the other under this Agreement or the Documents shall apply to Feedback.
9. General Disclaimers.
THE USE OF “SOCIALFINDA” IN SECTIONS 12, 13 AND 14 MEANS SOCIALFINDA, ITS AFFILIATES, PARTNERS, PROCESSORS, SUPPLIERS, AND LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES). THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, SOCIALFINDA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. SOCIALFINDA DOES NOT WARRANT (AND SPECIFICALLY DISCLAIMS) THAT THE PRODUCTS AND SERVICES ARE ACCURATE, RELIABLE OR CORRECT, THAT THE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE PRODUCTS AND SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, BE UNINTERRUPTED, ERROR-FREE OR WITHOUT DEFECT, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE PRODUCTS AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE OR THAT THE PRODUCTS AND SERVICES GENERALLY WILL BE SECURE. SOCIALFINDA DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES: (i) WILL MEET YOUR NEEDS OR REQUIREMENTS OR THOSE OF YOUR AUTHORIZED USERS; OR (iii) WILL OPERATE IN COMBINATIONS THAT MAY BE SELECTED FOR USE BY YOU OR YOUR AUTHORIZED USERS.
10. Specific Disclaimers.
(a) YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION AND USE OF AND RESULTS OBTAINED FROM THE PRODUCTS AND SERVICES.
(b) YOUR ACCESS TO AND USE OF THE PRODUCTS AND SERVICES ARE AT YOUR SOLE DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR BRAND OR REPUTATION, OR LOSS OF ACCESS TO SERVICES FROM OTHER THIRD PARTY PROVIDERS WHILE ACTING ON INFORMATION PROVIDED BY SOCIALFINDA.
(c) DEPENDING ON THE PRODUCTS AND SERVICES YOU CHOOSE TO UTILIZE, OUR PRODUCTS AND SERVICES MAY NOT BE AVAILABLE, UP TO DATE OR PROVIDE THE MOST COMPREHENSIVE RESEARCH COVERAGE, INCLUDING:
(I) THE PRODUCTS OR SERVICES HAVE NOT COMPLETED COPYING, SYNCING, TRANSFERRING, OR UPLOADING CONTENT;
(II) PRODUCT OR SERVICES CONTENT IS CORRUPTED;
(III) OUR NETWORK IS UNABLE TO ACCESS THE INTERNET OR NETWORK SERVICE OR HAS EXPERIENCED INTERMITTENT OR SLOW INTERNET CONNECTION;
(IV) YOUR DEVICE OR HARDWARE IS UNABLE TO MAKE A CONNECTION WITH SOCIALFINDA’S SERVERS OR NETWORK;
(V) YOU FAIL TO FOLLOW SOCIALFINDA’S TECHNICAL REQUIREMENTS AND THE DOCUMENTATION FOR UTILIZING THE PRODUCTS AND SERVICES;
(VI) YOU TERMINATE OR FAIL TO RENEW YOUR SUBSCRIPTION TO ANY PRODUCT OR SERVICE, OR YOUR ACCESS TO THE PRODUCTS AND SERVICES HAS OTHERWISE BEEN TERMINATED OR SUSPENDED.
(d) THE PRODUCTS AND SERVICES MAY ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT SOCIALFINDA DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (i) VIRUSES, WORMS, TROJAN HORSES AND OTHER UNDESIRABLE DATA OR COMPONENTS; OR (ii) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR ACCOUNT CONTENT. YOU ACKNOWLEDGE AND AGREE SOCIALFINDA IS NOT RESPONSIBLE FOR SUCH ACTIVITIES.
(e) YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR CUSTOMER ACCOUNT, REPORT AND ANY COMMUNICATIONS PROVIDED AS PART OF THE PRODUCTS AND SERVICES. YOU ACKNOWLEDGE AND AGREE THAT SOCIALFINDA SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE CUSTOMER ACCOUNT INFORMATION OR OTHER INFORMATION, INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO RECEIVE CRITICAL COMMUNICATION ABOUT THE PRODUCTS AND SERVICES.
(f) YOU ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOCIALFINDA OR ANY SOCIALFINDA EMPLOYEE, PARTNER OR AGENT WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF SOCIALFINDA’S OBLIGATIONS HEREUNDER.
11. Disclaimers of and Limitations on Certain Remedies.
(a) No Consequential and Similar Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SOCIALFINDA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR ANY OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, LOSS OF CUSTOMER CONTENT, LOSS OF USE, LOST REVENUE, BUSINESS INTERRUPTION OR PROPERTY OR ENVIRONMENT DAMAGE ARISING OUT OF OR RELATED TO YOUR USE OF THE PRODUCTS AND SERVICES, EVEN IF SOCIALFINDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE).
(b) No Procurement of Substitute Services or Customer Content. IN NO EVENT WILL SOCIALFINDA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE PRODUCTS OR SERVICES, CUSTOMER CONTENT, LOST OR DAMAGED CUSTOMER CONTENT OR THE COST OF RETRIEVING LOST CUSTOMER CONTENT. UNDER NO CIRCUMSTANCES WILL SOCIALFINDA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PRODUCTS AND SERVICES AND YOUR ACCOUNT CONTENT.
(c) Limitation on Aggregated Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF SOCIALFINDA FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER ARISING IN CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)) WILL BE LIMITED TO THE LESSER OF: (i) THE FEES PAID BY YOU TO SOCIALFINDA IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING; OR (ii) FIVE HUNDRED DOLLARS ($500.00). IF THE PRODUCTS AND SERVICES ARE PROVIDED TO YOU WITHOUT CHARGE, THEN SOCIALFINDA WILL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING LIMITATIONS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES.
(d) YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION ARE AN ESSENTIAL PART OF THE AGREEMENT AND AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE PRODUCTS AND SERVICES AND SOCIALFINDA’S WILLINGNESS TO PROVIDE YOU THE PRODUCTS AND SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, THEREFORE SOME OF THE FOREGOING TERMS MAY NOT APPLY TO YOU.
(e) THE FOREGOING DISCLAIMERS AND LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED IN THIS AGREEMENT.
12. Indemnity.
You will indemnify, defend, and hold SocialFinda (and its processors, respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties or obligations set forth in this Agreement; (b) your wrongful or improper use of the Products and Services; (c) your violation of any third party’s rights, including without limitation, any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any other party’s access and/or use of the Products or Services using your Access Credentials or the Access Credentials of any of your Authorized Users and (f) use of your Customer Content. SocialFinda reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SocialFinda and you agree to cooperate with SocialFinda’s defense of these claims. You agree not to settle any matter without SocialFinda’s prior written consent. SocialFinda will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13. Dispute Resolution.
If you are a user of our Products and Services, please read the following arbitration agreement in this Section carefully (“Arbitration Agreement”). It requires you to mediate or arbitrate disputes with SocialFinda and limits the manner in which you can seek relief from us.
(a) Applicability of Arbitration Agreement, Rules and Forum. You agree that any dispute or claim relating in any way to this Agreement, including but not limited to, arbitrability of the matter or the formation, interpretation, scope, applicability, termination or breach of this Agreement, your access or use of the Products and Services, or to any aspect of your relationship with SocialFinda, will be resolved by mediation or binding arbitration, rather than in court. This Arbitration Agreement will apply to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement. Such disputes and claims shall be referred to and finally determined by mediation or arbitration in accordance with the Complete Online Dispute Resolution Mediation or Expedited Arbitration Rules and Procedures. The arbitration shall be administered by CODR, shall take place before a sole arbitrator, and shall be conducted online or in New Zealand. The language to be used in the arbitral proceedings will be English. Judgement upon the arbitral award may be entered by any court having jurisdiction.
(b) Waiver of Jury Trial. YOU AND SOCIALFINDA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and SocialFinda are instead electing that all claims and disputes will be resolved by mediation or final, binding arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration and court review of an arbitration award is subject to very limited review.
(c) Waiver of Class or Consolidated Actions. IF YOU AGREE TO THIS AGREEMENT AND/OR USE THE PRODUCTS AND SERVICES, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST SOCIALFINDA ALLEGING CLASS, COLLECTIVE AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST SOCIALFINDA IN AN INDIVIDUAL ARBITRATION PROCEEDING. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT PRIOR TO USING THE PRODUCTS AND SERVICES, INCLUDING THIS ARBITRATION AGREEMENT. If a court decides that applicable law precludes enforcement of any of this Section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the mediation or arbitration and may be brought in court, subject to your and SocialFinda’s rights to appeal the court’s decision. All other claims will be mediated or arbitrated.
(d) Severability. Except as otherwise provided under the terms and conditions of this Arbitration Agreement, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
(e) Survival of Agreement.This Arbitration Agreement will survive the termination of your relationship with SocialFinda.
(f) Modification. Notwithstanding any provision in this Agreement to the contrary, it is agreed that if SocialFinda makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) already in progress or that you have has already provided written notice to SocialFinda.
14. Governing Law.
These General Terms and any dispute arising hereunder will be governed by the laws of the New Zealand. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and SocialFinda agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in New Zealand.
15. Electronic Communications.
By using the Products and Services, you acknowledge that we communicate with you electronically to the email address provided in your Customer Account. It is your responsibility to keep your email address current for notice purposes. For contractual purposes, you (a) consent to receive communications from SocialFinda in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SocialFinda provides to you electronically satisfies any legal requirement that such communications would satisfy if it were to be in writing. You agree that all disclosures, notices and communications are considered received by you within twenty-four (24) hours of the time posted to SocialFinda’s website, or within twenty-four (24) hours of the time emailed to you.
16. Contacting SocialFinda.
To contact SocialFinda regarding this Agreement, email the Administrative Officer.
17. Changes in this Agreement.
We may amend the General Terms, any Product and Service Specific Terms, or our Documentation, at any time in our sole discretion, by posting the revised version on our website and/or communicating it to you (each a “Revised Version”). The Revised Version will be effective thirty (30) days from the time it is posted. Your continued use of the Products and Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.
18. Assignment.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void. We may assign this Agreement to any person or entity that is an affiliate, or acquires by sale, merger or otherwise, all or substantially all or a portion of our assets, stock or business. If another entity merges with or acquires SocialFinda, or all, substantially all or a portion of SocialFinda’s assets, stock or business you agree your encrypted stored data and information that SocialFinda has collected from you, including personally identifiable information, may, and you consent to, the secure transfer of such information to such successor or assignee.
19. Force Majeure.
Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
20. Other Provisions.
These General Terms, the Product and Service Specific Terms, and the Documentation, are a complete statement of the agreement between you and SocialFinda regarding the Products and Services and the matters covered in this Agreement. You acknowledge and agree there are no third-party beneficiaries to this Agreement. If any provision of the Agreement is invalid or unenforceable under applicable law, then it will be changed, interpreted or severed, as appropriate to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.
