User Agreement

This agreement and any other services terms (collectively, this “Agreement“) describe the terms and conditions on which Socialflavor, Inc. (“we” or “Socialflavor“) offers a user (“you“) access to our services and website. If you have a question about this Agreement, please contact us. This Agreement was last revised on October 6, 2011. By using this website or any Socialflavor service, you agree to this Agreement.

Socialflavor Content
1. License. Content made available by Socialflavor, including software (collectively, “Socialflavor Content“) is the copyrighted work of Socialflavor and/or its suppliers. Your use of the Socialflavor Content is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Socialflavor Content (“License Agreement”). You may not install or use any Socialflavor Content that is accompanied by or includes a License Agreement unless you first agree to the License Agreement. For any Socialflavor Content not accompanied by a license agreement, Socialflavor grants you, the user, a personal, nontransferable license to use the Socialflavor Content for viewing and otherwise using the Socialflavor website in accordance with this Agreement, and for no other purpose provided that you keep intact all copyright and other proprietary notices.
2. Reproduction; Distribution. All Socialflavor Content is owned by Socialflavor and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Socialflavor Content without our consent is expressly prohibited by law. Without limiting the foregoing, copying or reproduction of the Socialflavor Content to any other server or location for further reproduction or redistribution is expressly prohibited.
Your Content
1. Privacy. Your privacy is very important to us. We encourage you to read our Privacy Policy and use it to help make informed decisions. The Privacy Policy is part of this Agreement. By voluntarily disclosing information (for example, your ‘likes’) and content through the use of Socialflavor, that information or content will be available [publicly/to Socialflavor users].
2. Ownership; License. You own all of the content and information you post on Socialflavor, and you can control how it is shared through your privacy settings. For content that is covered by intellectual property rights, like photos and videos (“IP content“), you specifically give us the following permission, subject to your privacy: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Socialflavor (“IP License“). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.
3. Management. When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. Removed content may persist in backup copies for a reasonable period of time (but will not be available to others). When you publish content or information using the “everyone” setting, it means that you are allowing everyone, including people off of Socialflavor, to access and use that information, and to associate it with you (i.e., your name and profile picture).
4. Third Parties. If you collect information from users, you will: obtain their consent, make it clear that you (and not Socialflavor) are the one collecting their information, and explain what information you collect and how you will use it. You will not post anyone’s identification documents or sensitive financial information on Socialflavor. You will not tag users or send email invitations to non-users without their consent.
5. Feedback; Suggestions. We always appreciate your feedback or other suggestions about Socialflavor, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).
Registration; Account Security
1. Accuracy. You will not provide any false personal information on Socialflavor, or create an account for anyone other than yourself without permission. You will not create more than one personal profile. If we disable your account, you will not create another one without our permission. You will not use your personal profile for your own commercial gain. You will keep your contact information accurate and up-to-date.
2. Eligibility. Our services are not available to minors. By accepting this Agreement, you represent that (a) you are eighteen (18) or older. You will not use Socialflavor if you are under 18. You will not use Socialflavor if you are a convicted sex offender.
3. Credentials. You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will not transfer your account to anyone without first getting our written permission. If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).
Disclaimer; Liability Limit; Release; Indemnity
1. DISCLAIMER. WE TRY TO KEEP SOCIALFLAVOR RUNNING, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING SOCIALFLAVOR ‘AS IS’ WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT SOCIALFLAVOR WILL BE SAFE OR SECURE. SOCIALFLAVOR IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES.
  1. RELEASE. YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: ‘A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.’
  2. LIABILITY LIMITS. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR SOCIALFLAVOR, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR SOCIALFLAVOR WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SOCIALFLAVOR’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
  3. Indemnity. You will, at your own expense, indemnify, defend and hold Socialflavor and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to us; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against Socialflavor arising out of or relating to a dispute with you over an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or Socialflavor’s provision, of our services or use of your account by any third party. Socialflavor will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Socialflavor’s behalf without the prior written consent of Socialflavor.
Definitions
1. By “Socialflavor” we mean the features and services we make available, including through (a) our website at socialflavor.com and any other Socialflavor branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); and (b) other media, software (such as a toolbar), devices, or networks now existing or later developed.
2. By “information” we mean facts and other information about you, including actions you take.
3. By “content” we mean anything you post on Socialflavor that would not be included in the definition of ‘information’.
4. By “post” we mean post on Socialflavor or otherwise make available to us.
5. By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
6. By “in our discretion” or “in its discretion“, we mean in Socialflavor’s sole and arbitrary discretion.
7. By “including” we mean including without limitation.
Additional Terms. The following policies, including all policies referenced in them, are part of this Agreement.
1. Privacy Policy
2. Communications Policy
General
1. Right to Refuse Services. Socialflavor may refuse our services to anyone at any time, in our discretion. Socialflavor reserves the right to discontinue, temporarily or permanently, any or all of our services to anyone at any time, with or without notice. This Section does not limit any other remedies that may be available to Socialflavor.
2. Amendments. We may amend this Agreement at any time. Amended terms will automatically be effective seven (7) days after we have posted the amended Agreement. Your continued use of our services will signify your acceptance of any amended terms. If you do not agree to the changes, you may discontinue your account by contacting us. This Agreement may not be otherwise amended except in a writing signed by both parties.
3. Entire Agreement. This Agreement makes up the entire agreement between the parties regarding Socialflavor, and supersedes any prior agreements. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
4. Waivers. A party’s failure to enforce any provision of this Agreement shall not be a waiver of the provision or the right to enforce it at a later time.Nothing in this Agreement shall prevent us from complying with the law.
5. Third Party Beneficiaries. This Agreement does not confer any third party beneficiary rights.
6. Legal Compliance. You will comply with all applicable laws, statutes, ordinances and regulations in your use of our services.
7. Venue; Governing Law. You will resolve any claim, cause of action or dispute (“claim”) you have with us arising out of or relating to this Agreement or Socialflavor exclusively in a state or federal court located in Santa Clara County. The laws of the State of California will govern this Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Santa Clara County, California for the purpose of litigating all such claims.
8. Users Outside the United States. You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on Socialflavor (such as advertising or payments).
9. No Agency. Except for the limited purpose stated in the ‘Limited Agency’ Section, you and Socialflavor are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
10. Notices. Except as explicitly stated otherwise, any notices will be given by contacting us (in the case of Socialflavor) or to the email address you provide to Socialflavor during the registration process (in your case), or such other address as the party will specify. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice to the address provided to Socialflavor during the registration process. In such case, notice will be deemed given 3 days after the date of mailing.
11. Arbitration. Any controversy or claim in any way arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in San Francisco, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Socialflavor may seek any interim or preliminary relief from a court of competent jurisdiction in California necessary to protect the rights or property of you or Socialflavor pending the completion of arbitration.
12. Assignment. You will not transfer any of your rights or obligations under this Agreement to anyone else without our consent. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
13. Headings. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, this Agreement will control. The use of headings is for convenience and will not affect the interpretation of this Agreement.