Effective August 20, 2008
Social Plan ("Social Plan" or "we") operates web site http://www.socialplan.com/ (the "Site"), which offers Social Plan services, including Social Plan software applications, which can be downloaded from the Site or a third party site and/or embedded on a third party site (the "Apps", together with the Site, the "Service"). The availability of any Apps on a social networking site does not indicate any relationship, approval, endorsement or affiliation between Social Plan and such site. The Service is hosted in the United States. The materials on the Site are primarily owned or licensed by Social Plan. The Site may also include materials owned by third parties and posted on the Site by virtue of a license, grant or some other form of agreement between the third party and Social Plan.
These Terms of Use and License Agreement (this "Agreement") set forth the legally binding terms for your use of the Service. By using the Service, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Site, including through a mobile device, or otherwise use the Service without being registered) or you are a "Member" (which means that you have registered with the Site). The term "User" refers to a Visitor or a Member. You are only authorized to use the Service (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Site and discontinue use of the Service immediately. If you wish to become a Member and/or use the Service, you must read this Agreement and indicate your acceptance during the registration process.
In order to participate in certain parts of the Service, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Social Plan. Installing or otherwise using any Apps constitutes consent to be bound by this Agreement, as well as Social Plan's Privacy Policy.
Social Plan may modify this Agreement from time to time and such modification shall be effective upon posting by Social Plan on the Site. Continued access to and use of the Service constitutes assent to the terms of this Agreement, as such terms may be amended from time to time. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
Please choose carefully the information you post on or through the Service and that you provide to other Users. Social Plan assumes no responsibility or liability for this material. If you become aware of misuse of the Service by any person, please click on the "Report Abuse" link at the bottom of this page.
Social Plan reserves the right, in its sole discretion, to reject, refuse to post or remove any content submitted by you, or to deny, restrict, suspend, or terminate your account or access to all or any part of the Service at any time, for any or no reason, with or without prior notice or explanation, and without liability.
1. Eligibility. Use of the Service and registration to be a Member for the Site ("Membership") is void where prohibited. You shall be solely responsible for maintaining the confidentiality of your password. You hereby represent and warrant to Social Plan that:
a. You are at least 13 years old, and if you are less than 18 years old, you have the permission of your parents or legal guardian to use the Service. If you are not at least 13 years old, please discontinue using the Service immediately.
b. All registration information you submit is truthful and accurate and you will maintain the accuracy of such information.
c. You have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
d. You have the right to display each and every item of content which you have provided to the Service, including the right to display all copyrights, trademarks, trade names and other intellectual property interests contained in such content.
2. License.
a. Subject to the terms of this Agreement, Social Plan hereby grants you a limited, non-sublicensable, non-transferable, nonexclusive license to download, embed and/or use the Apps as part of the Service. As between the parties, all right, title and interest in the Apps and any updates, and all underlying intellectual property rights, shall remain owned by Social Plan and its suppliers or licensors.
b. This Agreement does not entitle you to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Apps. However, Social Plan may occasionally provide you with automatic updates to the Apps at its sole discretion (and without any advanced notification to you). Any such updates for the Apps shall become part of the Service and subject to this Agreement.
c. The Service contains content of Social Plan ("Social Plan Content").? Social Plan Content is protected by copyright, trademark, patent, trade secret and other laws, and Social Plan owns and retains all rights in the Social Plan Content and the Social Plan Services.? Social Plan hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Social Plan Content (excluding any software code) solely for your personal use of the Service.
3. Proprietary Rights
a. Social Plan does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials that you post on or through the Service (collectively, "User Content"). After posting your User Content to the Service, you continue to retain any such rights that you may have in your User Content, subject to the limited license herein. By displaying, publishing or posting any User Content on or through the Service, you hereby grant to Social Plan a worldwide, sublicensable, fully-paid and royalty-free limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such User Content solely on or through the Service, including without limitation distribution through any media formats and through any media channels that the Service provides. After you remove your User Content from the Service we will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate.
b. If you share User Content you are granting permission to the reproduction and/or printing of such User Content by any recipient for his or her personal use and by Social Plan to provide and market the Service to Users.
c. You represent and warrant that: (i) you own the User Content posted by you on or through the Service or otherwise have the right to grant the license set forth in this Section 3, and (ii) the posting of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any User Content posted by you on or through the Service. You are solely responsible for the User Content that you post on or through the Service, and any material or information that you transmit to other Members and for your interactions with other Users.
d. The Service contains Content of other Users and other Social Plan licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Social Plan Content or third party owned content appearing on or through the Service.
e. You acknowledge that the Service may involve the transcoding, reformatting and/or transmission of your User Content over various networks and to conform and adapt to technical requirements of connecting networks, devices or display media.
4. User Content
a. Social Plan may reject, refuse to post or delete any User Content for any or no reason, including User Content that in the sole judgment of Social Plan violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. Social Plan assumes no responsibility for monitoring the Service for inappropriate User Content or conduct. If at any time Social Plan chooses, in its sole discretion, to monitor the Service, Social Plan nonetheless assumes no responsibility for any User Content, no obligation to modify or remove any inappropriate User Content, and no responsibility for the conduct of the User submitting any such User Content.
b. You may not post, upload or link to any User Content or other material which:
i. Infringes, misappropriates or violates the intellectual property, publicity or other proprietary rights of any person or entity.
ii. Is sexually explicit, profane, libelous, defamatory or obscene.
iii. Violates any law.
iv. Contains nudity, excessive violence, or offensive subject matter.
v. Promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
vi. Publicly posts information that poses or creates a privacy or security risk to any person.
5. Prohibited Activities
a. While not an exhaustive list, you may not engage in the following types of activities in connection with the Service:
i. criminal or tortious activity, including child pornography, trafficking in obscene material and copyright infringement.
ii. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Service.
iii. any automated use of the system, including without limitation, activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network.
iv. reverse engineering, adapting, modifying, disassembling, decompiling, translating or otherwise attempting to discover the source code or structure, sequence and organization of the Apps or any portion of the Site or the Service.
v. Creating or transmitting unwanted electronic communications such as spam, to other Users or otherwise interfere with other User's enjoyment of the Service.
vi. Advertising to, or solicitation of, any Member to buy or sell any products or services through the Site. You may not transmit any chain letters or junk email to other Members. Although Social Plan cannot monitor the conduct of its Members off the Site, it is also a violation of this Agreement to use any information obtained from the Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent.
vii. Removing, obscuring or changing any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Site or the Service.
viii. Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account.
ix. Using the Service in a manner inconsistent with any and all applicable laws and regulations.
b. Social Plan reserves the right to investigate and take appropriate legal action against anyone who, in Social Plan's sole discretion, violates this Agreement, including without limitation, removing offending User Content from the Service and terminating the membership of such violators.
6. Copyright Matters
a. Social Plan respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Social Plan has the right to terminate the Membership of infringers.
b. If you believe that any Social Plan Material infringes your copyright, you should notify Social Plan of your copyright infringement claim in accordance with the following procedure.? Social Plan will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws.? The DMCA requires that notifications of claimed copyright infringement should be sent to this Site's Designated Agent at:
Social Plan Copyright Agent
2461 Santa Monica Blvd., Suite 819
Santa Monica, CA 90404
Email: DMCA@socialplan.com
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. ?512(c)(3)):
i. Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii. Identification of the material that is claimed to be infringing 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 the service provider to locate the material;
iv. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
v. A statement that the complaining party has 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
vi. A statement, made under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
E-mails sent to DMCA@socialplan.com for purposes other than communication about copyright claims may not be acknowledged or responded to.
7. Privacy Use of the Service is also governed by our Privacy Policy [link], which is incorporated into this Agreement by this reference.
8. Disclaimers The Service is provided "as is" and as available and Social Plan expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Social Plan cannot guarantee and does not promise any specific results from use of the Service. Social Plan assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Social Plan is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Service or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Service. Social Plan is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Service. Social Plan is not responsible for the content, accuracy or opinions expressed on any third party websites linked to from the Site or containing embedded Apps, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Social Plan. When you access these third party sites, you do so at your own risk. Social Plan takes no responsibility for third party advertisements or third party applications that are posted on or through the Service, nor does it take any responsibility for the goods or services provided by its advertisers.
9. Indemnity You agree to indemnify and hold Social Plan, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) your use of the Service in violation of this Agreement; (ii) a breach by you of this Agreement, including any breach of your representations and warranties set forth in this Agreement; and (iii) any User Content that you post on or through the Service.
10. Limitation on Liability IN NO EVENT SHALL SOCIAL PLAN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE, EVEN IF SOCIAL PLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.? NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOCIAL PLAN 'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SOCIAL PLAN FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
11. U.S. Export Controls The software that comprises the Apps available in connection with the Service (the "Software") is further subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
12. Disputes The Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law provisions. You and Social Plan agree to submit to the exclusive jurisdiction of the courts located within the State of New York to resolve any dispute arising out of the Agreement or the Service.? EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
13. Term and Termination Social Plan may terminate this Agreement at any time in accordance with the terms of this Agreement. Otherwise this Agreement will remain in full force and effect while you use the Service. You may terminate your Membership at any time, for any reason. The terms of this Agreement will survive any termination.
14. Linked Sites and Advertising If you are interested in creating hypertext links to this Site, you must contact Social Plan at 2461 Santa Monica Blvd., Suite 819, Santa Monica, CA 90404 or email at privacy@socialplan.com before doing so. In establishing hypertext links, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of this Site or Social Plan, including its respective employees, agents, directors, officers and shareholders.
15. Employment Opportunities Social Plan may, from time to time, post Social Plan employment opportunities on the Site and/or invite users to submit resumes to it. If you choose to submit your name, contact information, resume and/or other personal information to Social Plan in response to employment listings, you are authorizing Social Plan to utilize this information for all lawful and legitimate hiring and employment purposes. Social Plan also reserves the right, at its sole discretion, to forward the information you submit to its affiliates for legitimate business purposes. Nothing in this Agreement or contained in the Site shall constitute a promise by Social Plan to interview, hire or employ any individual who submits information to it, nor shall anything in this Agreement or contained in the Site constitute a promise that Social Plan will review any or all of the information submitted to it by Users.
16. Miscellaneous
This Agreement constitutes the entire agreement between you and Social Plan regarding the use of the Service. The failure of Social Plan to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
Please contact us at info@socialplan.com with any questions or comments regarding this Agreement or if you would like a copy of this Agreement.
REPORT ABUSE info@socialplan.com