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Terms of Use |
September 26, 2017 |
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These terms and conditions (collectively, the "Terms" or the "Agreement") govern Your use of all services (the "Services") and websites (the "Sites") offered and operated by Soren LLC (hereafter, "Us," "We," "Our", or the "Company").
Please review the following terms carefully. By accessing or using the Services or Sites, You signify Your agreement to these Terms of Use. If You do not agree to these Terms of Use, You may not access or use the Service or Sites.
INCORPORATION BY REFERENCE
Although this Agreement represents the primary terms and conditions of service for Our Services and Sites, additional guidelines and rules are hereby incorporated by reference. The documents, which may be found at https://legal.soren.tech, and which are specifically incorporated by reference, and are therefore part and parcel of this Agreement are the following:
- Our Privacy Policy: https://legal.soren.tech/privacy-policy
- Our Acceptable Use Policy: https://legal.soren.tech/acceptable-use-policy
- Our DMCA Policy: https://legal.soren.tech/dmca-policy
- Our Confidential and Proprietary Information Policy: /confidential-and-proprietary
REGISTRATION AND TERMINATION
You must be of legal age to form a binding contract between Yourself and Us and not precluded or barred from receiving the Services under the laws of Your country of residence in order to register for and use the Service.
All subscriptions to Our Services are subject to formal acceptance by Us. Your subscription to the Services will be deemed accepted by Us when We deliver confirmation of the subscription to You. We reserve the right to refuse to provide You with any Service for any reason.
The Initial Term for any Services shall begin upon confirmation of Your subscription or commencement of the Services to You and receipt of lawful funds. The term’s length shall be indicated at the time of commencement. After the Initial Term, this Agreement shall automatically renew for successive terms, equal in length to the Initial Term, unless terminated or cancelled by either party as provided herein. The term of any free service offered to you shall be perpetual until terminated by either party.
Either Party may terminate Your access to the Service at any time, with or without cause, upon thirty (30) days written notice.
Additionally, We reserve the right to terminate this Agreement effective immediately in the event that We find, based on Our sole judgment, that You or any of Your end-users have
- (i) violated the Acceptable Use Policy (AUP),
- (ii) have infringed or violated any intellectual property right or privacy or publicity right of a third party, or
- (iii) have used the Service in a way which, based on Our sole judgment, severely compromises its security or integrity and/or infringes on the ability of others to use the Service.
Either Party also may at any time terminate this Agreement immediately if:
- (i) the other party commits a breach of this Agreement and such party does not cure a breach within 10 days of written notice from the other party, or
- (ii) One of the parties of this agreement becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of its creditors.
In the event this Agreement is terminated, You agree to pay for all use of the Service and any expenses or fees incurred by Us up to the date of Termination, as declared in writing by Us. We agree to use Our best efforts to minimize such costs and expenses.
Parts of the service may require You to create a personalized account which includes a unique username and a password to access the Service and to receive messages from the Company (or Third-Party provider). You must provide accurate and complete registration information any time You register to use any of the Services. You agree to notify Us immediately of any unauthorized use of Your password and/or account. THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LIABILITIES, LOSSES, OR DAMAGES ARISING OUT OF THE UNAUTHORIZED USE OF YOUR MEMBER NAME, PASSWORD AND/OR ACCOUNT.
RELATIONSHIP OF THE PARTIES
We remain open to conducting similar tasks or activities for clients other than You and hold Ourselves out to the public to be a separate business entity.
Our relationship to You shall be that of an independent contractor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Us and You.
You may neither share nor re-sell Your access to the Services to any third parties.
Unless You have been specifically permitted to do so in a separate agreement with Us, You agree that You will not reproduce, duplicate, copy, sell, trade, or resell the Services for any purpose.
Any license to use any third party applications is granted directly from the original provider of the third party application(s) directly to You. You agree to abide by all the terms and conditions of any such license. You will be solely responsible for paying for and obtaining the rights to any third party applications You install and/or operate through and/or in connection with the Services, and for compliance with the applicable terms and conditions of each third party application license.
Some of the Services may require that You establish Your own account with one or more third party providers. You will be solely responsible for paying for and establishing an account ("Provider Account") with each third party provider You select, and for compliance with the terms of use applicable thereto. You agree to abide by the terms of service and acceptable use policy of each third party provider that You use through the Services (if any). You must provide Us with Your Provider Account credentials (the "Credentials") that are necessary for Us to access and manage Your use of the third party provider services, including, without limitation, accessing services as necessary to identify or resolve technical problems or to respond to any issues related to or connected with your use of Our Services. We will use reasonable efforts to maintain the confidentiality and security of Your Credentials.
The Company has also established its own accounts ("Company Provider Accounts") with third party cloud providers, which We may use to provide You with the Services. We will be responsible for paying for and establishing the account with such Cloud Providers, provided that You will be responsible for paying Us the portion of the Cloud Provider fees allocated to You (included in Your service fees to Us), and for compliance with the terms of use applicable thereto.
BILLING AND PAYMENT
Payment for Services is due in advance of the time period for which such payment covers. Services are billed on an automatic and recurring basis unless You cancel the Service. You agree to pay any and all taxes, including personal property, value added, or sales taxes, resulting from Your use of the Services.
Invoices shall, in general, have terms of Net-30 unless separately negotiated by You and Us. Late payments shall begin to accrue interest at a rate of 1% per month compounding after they are 30 days past due. Should We begin to charge interest on a late payment, We will also freeze Your access to the Service until payment has been received. Returned checks or payments for insufficient funds will incur a penalty of $25 or 5% of the balance due, whichever is less. You also agree to pay all attorney and collection fees arising from Our efforts to collect any past due fees.
We are not responsible for any bank fees incurred by You due to Your use of check cards, automatic payment Services, insufficient funds, and any and all other fees Your financial institution may impose due to Your use of the Services.
ONLINE CONTENT DISCLAIMER
Opinions, advice, statements, offers, or other information or content made available through the Services and Sites, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than the Company. The Company takes no responsibility and assumes no liability for any User Content that You or any other user or third party posts or sends over the Service. Under no circumstances will the Company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.
Though the Company strives to enforce these Terms of Use, You may be exposed to User Content that is inaccurate or objectionable. The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Services and Sites or to limit or deny a user’s access to the Services and Sites or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which We deem unlawful, offensive, abusive, harmful or malicious. E-mails sent between You and other participants that are not readily accessible to the general public will be treated by Us as private to the extent required by applicable law. The Company shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If You become aware of misuse of the Services or Sites, please contact Us at [email protected].
LINKS TO OTHER SITES AND/OR MATERIALS
As part of the Services and Sites, the Company may provide You with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. The Company has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or Services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any Third Party Sites accessed through the Service or any Third Party Applications, Software or Content posted on, available through or installed from the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by the Company. If You decide to leave the Service and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, You do so at Your own risk and You should be aware that Our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from the Site or relating to any applications You use or install from the site.
LICENSE GRANT
By posting any User Content via the Service or on any of the Sites, You expressly grant, and You represent and warrant that You have a right to grant, to the Company a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and Your name, voice, and/or likeness as contained in Your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.
INTELLECTUAL PROPERTY
You acknowledge and agree that We and Our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and Company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to You under this Agreement.
WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
THE SERVICES AND SITES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES AND SITES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL, WORK STOPPAGE, INTERRUPTION OF SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. YOU FURTHER UNDERSTAND AND AGREE THAT WHILE EVERY REASONABLE PRECAUTION SHALL BE UNDERTAKEN BY THE COMPANY, WE ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO DAMAGE AS A RESULT OF (1) ANY CHANGES TO THE SERVICES OR SITES, OR ANY TEMPORARY OR PERMANENT CESSATION IN THE SERVICES OR SITES (OR ANY FEATURES WITHIN THE SERVICES OR SITES), (2) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATION DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES OR SITES, (3) INTERRUPTION OF THE SERVICES OR SITES, MALWARE (INCLUDING VIRUSES AND/OR TROJANS), AND/OR OTHER ERRORS OVER WHICH THE COMPANY HAS NO CONTROL, AND (4) ANY THIRD PARTY SERVICES AND/OR CONTENT OF ANY KIND. WITHOUT PREJUDICE TO THE FOREGOING, SHOULD A COURT OF LAW OR OTHER ADJUDICATION BODY STILL FIND AGAINST THE COMPANY REGARDING ANY MATTER RELATING TO THE SERVICES, OUR MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY YOU TO US UNDER THIS AGREEMENT FOR SIX MONTHS OF THE SERVICE IN QUESTION.
THE COMPANY EMPLOYS INDUSTRY STANDARDS TECHNOLOGY AND BEST PRACTICES TO STORE AND PROTECT YOUR DATA AND LOGIN INFORMATION. IN NO CASE SHALL THE COMPANY BE HELD LIABLE FOR ANY DAMAGES INCURRED AS A RESULT OF SUCH NETWORK OR SOFTWARE RELATED BREACH. IN CASE OF A BREACH, THE COMPANY WILL IMMEDIATELY NOTIFY YOU VIA EMAIL OR PHONE CALL, AS WE DEEM SUFFICIENT, TO TAKE NECESSARY ACTIONS FROM YOUR END.
AGREEMENT TO INDEMNIFY
You agree to indemnify, defend and hold harmless Soren LLC (and it’s members, employees, agents, and representatives) from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising (i) in any manner caused by Your gross negligence; (ii) out of any claim that materials You provided, or any portion thereof, in fact infringe upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Your representations, warranties or agreements herein.
MODIFICATION OF TERMS OF USE
We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is Your sole responsibility to check from time to time to view any such changes in the Agreement. If You continue to use the Services, You signify Your agreement to Our revisions to these Terms of Use. However, We will notify You of material chances to the terms by posting a notice on Our homepage and/or sending an email to the email address You provided to Us upon registration. For this additional reason, You should keep Your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of the Company’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of the Company. No purported waiver or modification of this Agreement by the Company via telephonic or email communications shall be valid.
GOVERNING LAW AND DISPUTE RESOLUTION
This agreement shall be governed in all respects by the laws of the Untied States of America and by the laws of the State of Rhode Island.
In the event of a dispute regarding this Agreement, both parties agree to make every effort to resolve it amicably. If this is not possible, the dispute will be submitted to binding arbitration under the rules of the American Arbitration Association.
You agree that any cause of action related to or arising out of Your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
FORCE MAJEURE
Neither party shall be deemed in breach of this Agreement for any delay, cancellation, or damages caused by any Force Majeure, including fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity, any local, state, federal, national, or international law, governmental order or regulation, cyber or hacking attack, act of war, act of terrorism, civil unrest, vandalism, extreme weather, or any other event beyond the control of the parties.
NOTICES
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.
USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM
For contractual purposes, You (a) consent to receive communications from the Company in an electronic form via the email address You have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that the Company provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect Your non-waivable rights.
We may also use Your email address, to send You other messages, including information about the Company and special offers. You may opt out of such email by changing Your account settings or sending an email to [email protected] or mail to the following postal address:
Soren LLC Customer Support
PO Box 355
Little Compton, RI 02837
Opting out may prevent You from receiving messages regarding the Company or special offers.
MISCELLANEOUS
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH OUR PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
The Company may assign or delegate these Terms of Service and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time with or without Your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without the Company’s prior written consent, and any unauthorized assignment and delegation by You is void.
In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.