Terms of Service
LAST REVISED ON: OCTOBER 6, 2013
Welcome to www.sverve.com, a website located at www.sverve.com (the “Site”) and operated by Sverve, Inc. (“Sverve”, “us”, “our”, and “we”). Sverve provides a Site, certain mobile applications (collectively, “Applications”) and related services (collectively the Site, Applications and all services provided through the Site and Applications, the “Services”) that connects social media influencers with brands getting the word out about their products and services. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted in the Services in connection with such features. All such additional terms, guidelines, and rules are limited to the stated services only and are incorporated by reference into this Agreement.
(a) Account Creation. In order to become a Registered User and use certain Services, for example, to create an Influencer profile or create a campaign you must: (i) register for an account with Sverve (a “Sverve Account”) and provide certain information about yourself as prompted by the registration form and / or (ii) connect to the Services through a social networking site (an “SNS”) in which case we will access registration information that you authorize from the SNS. You represent and warrant that: (iii) all required registration information you submit is truthful and accurate and (iv) you will maintain the accuracy of such information. You may delete your Sverve Account at any time, for any reason, by emailing [email protected] Upon termination, we will remove your Content (as defined below) in accordance with Section 4(f). You acknowledge that you have no ownership or other property interest in your Sverve Account and that all rights in and to your Sverve Account are owned by and inure to the benefit of Sverve. Sverve may suspend or terminate your Sverve Account in accordance with Section 12.
(b) Access through an SNS. If you access the Services through an SNS, you may link your Sverve Account with your account on the SNS by allowing us to access your SNS account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS YOU USE TO ACCESS YOUR SVERVE ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH THE SNS.
(c) Account Credentials and Responsibilities. As part of the registration process you will be required to provide an email address and select a password (collectively “Credentials”), which you may not share with any third parties. If someone accesses the Services using your Credentials, we will rely on those Credentials and will assume that it is really you or your representative who is accessing the Services. You are solely responsible for any and all use of your Credentials and all activities that occur in connection with your Credentials. We reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your Credentials, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Credentials. You agree to immediately notify Sverve of any real or suspected unauthorized use. Sverve cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. Licenses; Our Technology; Restriction of Use
(a) The Sverve Mission. Sverve is a Site and Service with a mission to connect Influencers, especially women bloggers, with Brands that desire to market their products and services through social media. Sverve provides Influencers the opportunity to profile their “influencer” services and Brands the opportunity to run campaigns in which Influencers try and / or promote the Brand’s products and services in exchange for money, goods or services. In accordance with Section 8, Brands pay both Sverve and Influencers for each’s applicable services.
(b) Right to Use Site. Sverve grants you a non-transferable, non-exclusive, right to access the Site and use the Services for your personal and professional use, subject at all times to the terms of this Agreement including the restrictions on use, the acceptable use provisions and the our right to remove your Content (as defined below) or suspend access to your Sverve Account at our discretion at any time. You may not, however, use the Services on behalf of any third party without our consent.
(c) License to Use Application. Sverve grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services made available through the Application and to download, install and use a copy of the Application on a single mobile device or computer that you own or control solely for your personal and professional use, subject at all times to the terms of this Agreement including the restrictions on use, the acceptable use provisions and the our right to remove your Content (as defined below) at our discretion at any time. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Use of the Application is also subject to the provisions of Section 7(b).
(d) Our Technology and Content. You agree that the software, code, proprietary methods and systems used to provide the Services (“our Technology”) and the materials, information and content made available or displayed by us on the Site or through the Services, including all text, graphics, images and the look and feel (collectively “our Content”) are: (i) copyrighted by us, our licensors and/or other licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. The registered and unregistered trademarks we cite in Section 18(d) and other related graphics, logos, service marks and trade names used on or in connection with the Services are our trademarks (“our Marks”) and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Except for the limited licenses provided herein, we reserve all right, title and interest in our Content, Marks and Technology.
(e) User Restrictions on Intellectual Property. The rights and licenses are granted to you with the understanding that you will not: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise exploit the Services except as expressly authorized in this Agreement, (ii) modify, disassemble, decompile, or reverse engineer any part of the Services; (iii) access the Services in order to build a similar or competitive website, application or service; (iv) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services; and (v) remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services will be subject to this Agreement.
(f) Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us, including through any suggestion, feedback or forum pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights without restriction and in all media now known and later developed.
3. Influencer and Brand Obligations and Rights
(a) Influencer’s Obligations. If you are an Influencer, you represent that all of the information in your profile and any information that you provide when you apply to fulfill a campaign is true, accurate and complete and that you will update such information as necessary to ensure that it remains true, accurate and complete. If you are selected by a Brand to perform a campaign (“Social Media Services”), you warrant that you will perform the Social Media Services (i) in substantial accordance with the requirements set forth in the campaign description on the Site (the “Campaign Description”), (ii) in a professional and workmanlike manner in accordance with industry standards, (iii) in compliance with applicable law, (iv) in a manner that will not infringe any third party right including any copyright or trademark right, any right of privacy or publicity or contain any defamation or (v) in any manner that breaches the Acceptable Use Policy set forth in Section 5. You also agree to perform the Social Media Services in compliance with The FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”). Specifically, you agree that: (a) the information you publish as part of the Social Media Services will not be misleading or deceptive and (b) that, in association with your performance of the Social Media Services, you will disclose any material connection between you and the Brand. Accordingly, you agree, that if applicable, you will disclose that you have been paid or have been given products or services (or discounts on products or services) in consideration for your performing the Social Media Services. You may do this as simply as follows: “Brand gave me this product so that I would write a review. Here’s what I think . . .” For more information about the Guides, please visit: https://www.ftc.gov/opa/2009/10/endortest.shtm. Finally, you acknowledge that, if a Brand likes the materials you publish in connnection with the Social Media Services, the Brand may link to your work from its website or other media and use your name, image, voice and biographical information (“Influencer Identity”) in order to promote your work in connection with any Campaign, with the understanding that you will have the right to approve any use of your Influencer Identity prior to such use.
(b) Brand Obligations. If you are a Brand, you represent that all of the information contained in the Campaign Description is true, accurate and complete and that you will update such information as necessary to ensure that it remains true, accurate and complete. You agree that the products and services referenced in any Campaign Description are provided to Influencers and sold to consumers in accordance with all applicable laws and that the information contained in the Campaign Description or otherwise provided by Brand to Influencer: (i) is not misleading or deceptive, (ii) is in accordance with applicable laws, (iii) will not infringe any third party right including any copyright or trademark right, any right of privacy or publicity or contain any defamation or (iv) is in conformance with the requirements of the Acceptable Use Policy set forth in Section 5. You further agree that you will pay the Influencer the Social Media consideration set forth in the Campaign Description in accordance with the provisions of this Agreement.
(c) Third Party Beneficiaries. Each Influencer agrees that each Brand for which the Influencer performs Social Media Services is an intended third party beneficiary of this Agreement with respect to this Section 3, and therefore, each Brand has the right to enforce any covenant, representation or warranty set forth herein. Each Brand agrees that each Influencer that Brand engages to perform Social Media Services is an intended third party beneficiary of this Agreement with respect to this Section 3, and therefore, each Influencer has the right to enforce any covenant, representation or warranty set forth herein.
(d) Disclaimer of Indirect Damages; Limitations on Direct Damages With respect to any particular campaign and solely with respect to each other, each Influencer and Brand agrees that the other will not be liable for ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL INFLUENCER BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. With respect to any particular campaign and solely with respect to each other, each Influencer and Brand agrees that the other’s MAXIMUM AGGREGATE LIABILITY FOR ANY CAMPAIGN WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THE INFLUENCER FROM THE BRAND FOR THE APPLICABLE CAMPAIGN.
4. USER CONTENT.
(a) Definition. When we say “User Content” we mean any and all information and content that a User submits to, or uses with, the Services, including text, photographs, drawings, images, and videos in your profile, or tips, if you are an Influencer and in your Campaign Description if you are a Brand. To make this a little friendlier, we’ll refer to the User Content you upload as your Content.
(b) You are Responsible for Your Content. You are solely responsible for your Content and assume all risks associated with use of your Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Content that makes you or any third party personally identifiable. Sverve makes no guarantee regarding the accuracy, currency, suitability or quality of any User Content, and we assume no responsibility for any User Content. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy or applicable law.
(d) Warranty. You represent and warrant: (i) that you own your Content or are authorized by the Content owner to post your Content and grant Sverve the licenses granted in Section 4(c) above, (ii) that you will not use your Content to engage in deceptive or unfair trade practices or (iii) otherwise engage in illegal activity. We are under no obligation to pre-screen your Content or the Content of any other User.
(e) Storage. You may be able to store your Content in many areas within the Services. We provide these storage capabilities as a convenience to you. You represent and warrant that that Services are not the single repository for your Content and acknowledge that you, and not Sverve, are responsible for ensuring the Content is backed up. Sverve has no responsibility or liability for the deletion or loss of any of your Content. You agree that Sverve retains the right to create reasonable limits on Sverve’s use and storage of your Content, such as limits on file size, storage space, processing capacity, and similar limits as determined by us in our sole discretion.
5. Acceptable Use Policy
We believe that you should do unto others as you would have others do unto you and with that in mind, we’ve established this Acceptable Use Policy. Please respect it. We say “please” to be polite (and to do unto others . . . ), but “please” means that you must comply with these policies as compliance is critical to keeping the Sverve community a community. Accordingly, you agree not to:
- harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their and our consent;
- interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks;
- attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means;
- harass or interfere with another user’s use and enjoyment of the Services;
- introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- harass, defame, libel, defraud, threaten, infringe the privacy of, or tortuously injure the Site’s users and customers;
- upload, transmit, display or distribute any offensive, discriminatory, obscene, vulgar, patently offensive, harmful or pornographic content, or any content that is otherwise objectionable;
- infringe on our Intellectual Property Rights (“IP Rights”) or the IP Rights of third parties, which may encompass copyright, patent, trademark, trade secret, or other proprietary rights;
- interfere with our ability to provide Services to our users and subscribers including but not limited to violating or attempting to violate any security feature, introducing viruses, worms, or similar harmful code into the Services or linking to websites or other applications that contain viruses, worms or similar harmful code, or by overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services;
- upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
- use, display, mirror or frame the Services, or any individual element within the Services, including our arks or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent, and
- use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Services or that is in transit from or to the Services, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Services.
6. INTERACTIONS WITH OTHER USERS.
We are building a community and it seems natural to us that as a member of our community you will have interactions with other members who you may first encounter through the Services. While we encourage interaction, we make clear that you are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, we reserve the right, but have no obligation, to intercede in any disputes. You agree that Sverve will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT WE DO NOT INQUIRE INTO THE BACKGROUNDS OF OUR REGISTERED USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR REGISTERED USERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF REGISTERED USERS. A USER’S APPEARANCE WITHIN THE SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT OF SUCH USER BY SVERVE AND NO ENDORSEMENT SHOULD BE DEEMED, IMPLIED OR INFERRED. WE SPECIFICALLY DISCLAIM THE ACCURACY OR FIDELITY OF ANY SCORE.
7. Third-Party Services.
(a) Third-Party Websites. The Services may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. The Third-Party Websites are not under the control of Sverve. Sverve is not responsible for any Third-Party Websites. We provide these Third-Party Websites only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products or services. You use all links in Third-Party Websites at your own risk. When you leave our Services, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
(b) App Store. When you download our Applications, you may do so through Apple Corporation’s App Store, another third party. You acknowledge that this Agreement is between you and us and not the App Store. As between the App Store and us, we, not the App Store, are solely responsible for the Services, including the Application, the content, maintenance, support services, and warranty, and addressing any claims relating (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them. The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
(i) You acknowledge and agree that (A) the Agreement is concluded between you and Sverve only, and not Apple, and (ii) as between Sverve and Apple, Sverve, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(ii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(iii) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Sverve and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sverve.
(iv) You and we acknowledge that, as between Sverve and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(v) You and we acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Sverve and Apple, Sverve, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(vi) You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(vii) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
8. Payment of Fees
(a) Sverve Fees. If you are a Brand, you agree to pay all fees applicable to the Services in relation to any campaign in accordance the pricing set forth on our pricing page //www.sverve.com/info/pricing/. We may change the pricing from time to time in our sole discretion by updating the listed price in the Services and without any additional notice to you.
(b) Payments to Influencer’s Performance as Part of a Campaign. If you are a Brand, you agree that at the time you initiate a campaign through the Services, you will indicate whether payments to Influencers upon acceptance of an Influencer’s work will be paid directly by Brand to Influencer or whether the applicable payment will be paid through Sverve. We will indicate your choice at the top of each campaign as made available to Influencers. If you indicate you will pay Influencers directly, you agree to make such payments directly to Influencers in accordance with any Campaign Description and Sverve’s payment policies as made available to the Brand. If you indicate that Influencer payments will flow through Sverve, you agree to pay all such amounts to Sverve, in accordance with its policies, prior to the commencement of a campaign. Sverve, in turn, will pay Influencers the applicable fees upon the acceptance of Social Media Services related to the applicable Campaign in accordance with our policies. For more information, see our FAQs. Brands can claim unused funds by reaching out to us at [email protected] or [email protected] We will make any applicable refund in 10 days. For the avoidance of doubt, Influencers acknowledge that Brands, and not Sverve, are liable for the payment of all fees to Influencers, unless Brand has made the applicable payment to Sverve in accordance with this section.
(c) Payment Providers. We may invoice you for the applicable fees or we ask a third party (“Payment Provider”) to process charge card payments on our behalf. You must provide our Payment Provider with a valid credit card (Visa, MasterCard or any other issuer accepted by us) as a condition to such transactions. The 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. By providing your credit card number and associated payment information through the Services, you authorize us through our Payment Provider to immediately invoice you for all fees and charges due and payable to us hereunder, and you agree that no additional notice or consent is required. We reserve the right at any time to change our payment terms, either immediately upon posting on the Services, by email delivery to you or any other reasonable method of communication.
No matter who makes the payment directly to Influencer, Brand, not Sverve, is responsible to pay all taxes associated with the Influencer’s performance of the Social Media Services including all sales and use taxes and to file appropriate forms with the appropriate taxing authorities (e.g., Form 1099). Influencers are independent contractors are not employees of Sverve or Brand.
You agree to indemnify and hold Sverve (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand due to or arising out of (a) your use of the Services, (b) your Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
12. LIMITATION ON LIABILITY
IN NO EVENT WILL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100) OR (B) AMOUNTS YOU’VE PAID SVERVE UNDER THIS AGREEMENT IN THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DAY THE CLAIM AROSE (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Advertisements. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
14. TERM AND TERMINATION.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Sverve Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Sverve Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Sverve Account may involve deletion of your Content associated from our live databases. Sverve will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Sverve Account or deletion of your Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2(c) through 2(f) and 3 – 17.
15. COPYRIGHT POLICY.
We respect the intellectual property of others and ask that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- a. your physical or electronic signature;
- b. identification of the copyrighted work(s) that you claim to have been infringed;
- c. identification of the material on our services that you claim is infringing and that you request us to remove;
- d. sufficient information to permit us to locate such material;
- e. your address, telephone number, and e-mail address;
- f. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- g. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Sverve is:
349, 5th Avenue
New York, New York - 10016
17. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE
a. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us or our employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.
b. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
c. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
d. You and Sverve must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (g) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (h) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
e. Notwithstanding the foregoing, either You or we may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
f. With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither You nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in New York, New York.
g. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at https://www.adr.org.
18. INTERNATIONAL USERS.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that we intend to announce such Services or Content in your country. The Services are controlled and offered by us from our facilities in the United States of America. We make no representations that Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
(b) Choice Of Law. The Agreement is made under and will be governed by and construed in accordance with the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
(c) Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.
(d) Copyright and Trademark Information. Copyright © 2015, Sverve, Inc. All rights reserved. The stylized Sverve trademark and the slogan “unleash your social verve” are the registered trademarks or trademarks of Sverve. All other trademarks, logos, service marks, product or service names displayed on the Site and the Services are our registered trademarks or trademarks or the registered trademarks or trademarks or the companies with which they are associated. You are not permitted to use any trademarks, services marks, logos, or product or service names without our prior written consent or the consent of such third party which may own the marks.
Contact Information: Sverve, Inc.
349 5th Ave,
New York, NY 10016