The SocialRoots website and service (collectively, the “Service”) is provided by DataTerrain, Inc. d/b/a SocialRoots (“we”, “our”, “us”, or “SocialRoots”) and is subject to these Terms of Service (“Terms” or “Agreement”). These Terms apply to organizations that contract with SocialRoots (“Customer” or “Customers”), authorized representatives of SocialRoots’s Customers, and Customer’s patients or other data subjects. By using the Service, you signify that you have read, understood, and agree to be bound by the Terms, which incorporate the following:
1. License Grant : SocialRoots grants you a limited, personal, non-transferable and revocable license to access and use the Service in the manner contemplated by these Terms solely for your internal organizational purposes.
2. The SocialRoots Service : The Service consists of a software platform and feature that enable you to engage in various management, communication, and other business activities, which may be modified by SocialRoots from time to time.
3. Modifications to the Terms : SocialRoots reserves the right to change, supplement or remove all or part of these Terms, at any time. If we change the Terms in a material manner, we will notify you about the changes. Your continued use of the Service indicates your assent to any modified terms.
4. User Obligations :
1. How You Use the Service :
2. Restrictions :
You shall not: (a) modify, decompile, reverse engineer, or create derivative works of the Service; (b) sell, resell, license, sublicense, distribute or commercially exploit the Service; (c) use the Service to build a competing product or conduct benchmarking; (d) send spam or unlawful content, or upload any viruses, malware or harmful code; (e) interfere with the Service's operation or attempt unauthorized access; or (f) permit any third party to do any of the foregoing.
3. Suspension of Service :
We reserve the right to suspend all or any part of the Service for any reason, immediately without notice.
5. Ownership; Proprietary Rights :
The Service is owned and operated by SocialRoots. The names, marks, visual interfaces, graphics, design, compilation, information, computer code, products, software, and all other elements of the Service provided by SocialRoots are the sole and exclusive property of SocialRoots or its subsidiaries or affiliated companies. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such SocialRoots Materials.
6. Payment Terms :
1. Subscription Fees :
Fees for the Services are described in each Order ("Fees"). Unless the Order provides otherwise, Fees are invoiced monthly in advance, and all Fees are due within 30 days of the invoice date. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by applicable law, whichever is less. All Fees are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than SocialRoots's income tax ("Taxes"). Fees are exclusive of all taxes.
2. Authorization :
If Customer elects to pay any Fees with a credit card, Customer authorizes SocialRoots and its third-party payment processors to charge all Fees to such credit card. Additionally, SocialRoots or its third-party payment processors is authorized to seek pre-authorization of Customer's credit card account prior to Customer's purchase to verify that the credit card is valid and has the necessary funds or credit available to cover all Fees that are due.
3. Pricing :
SocialRoots reserves the right to determine pricing for the Service. SocialRoots may change pricing for any renewal subscription term of any Order or for any new Order at any time.
7. Term; Termination :
1. Term :
These Terms are effective upon the date Customer and SocialRoots execute and agreement for provision of the Service or an Order (whichever is earlier), and shall remain in effect until expiration or the termination of all subscription terms (whichever is later).
2. Termination for Material Breach :
Either party may terminate these Terms if the other party: (a) fails to cure a material breach of the Terms (including a failure to pay fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. For clarity, any failure by Customer to timely pay to SocialRoots any amounts owing under these Terms will constitute a material breach. If Customer fails to timely pay any Fees, SocialRoots may, without limitation to any of its other rights or remedies, suspend Customer's access to the Service until it receives all amounts due.
3. Effects of Termination :
Upon termination, Customer and all of its end users must cease use of the Service. All licenses granted shall immediately terminate. If any fees are outstanding, Customer shall pay such fees within thirty (30) days of the effective date of termination. Promptly following the termination or expiration of these Terms, SocialRoots will delete or return all Customer data to Customer including all copies, whether in physical or electronic format, except as required by law to be retained. At Customer's request RhythmsAI may use commercially reasonable efforts to recover and export copies of Customer data, but has no obligation to make available to Customer copies of Customer data upon expiration or termination of these Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 7.3 (Post-Termination Obligations), 8 (Confidentiality), 9.2 (Disclaimer), 10 (Limitation of Liability), and 13 (General Terms).
8. Confidentiality :
1. Definition :
"Confidential Information" means any trade secrets or other information of a party, whether of a technical, business, or other nature (including information relating to a party's technology, software, products, services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs), that is disclosed to a party during and that such party knows or has reason to know is confidential, proprietary, or trade secret information of the disclosing party. Confidential Information does not include any information that: (a) was known to the receiving party prior to receiving the same from the disclosing party in connection with this Agreement; (b) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; (c) is acquired by the receiving party from another source without restriction as to use or disclosure; or (d) is or becomes part of the public domain through no fault or action of the receiving party. Customer's data is the Confidential Information of Customer.
2. Restricted Use and Nondisclosure :
Each party will: (a) use the other party's Confidential Information only to fulfill its obligations and exercise its rights under these Terms; (b) not disclose the other party's Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with these Terms; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the other party's Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Please read SocialRoots's U.S. Data Processing Addendum (the "DPA") located at DPA which is incorporated into these Terms, for information relating to SocialRoots's collection, use, storage, and disclosure of Customer data and any personally identifiable information provided or otherwise made available to SocialRoots by you or on behalf of Customer.
3. Required Disclosure :
If either party is required by law to disclose the Confidential Information, the disclosing party must give prompt written notice of such requirement before such disclosure, to the extent permitted by law, and assist the non-disclosing party in obtaining an order protecting the Confidential Information from public disclosure.
4. Return of Materials :
Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all Confidential Information that it may have in its possession or control. Notwithstanding the foregoing, neither party will be required to return materials that it must retain in order to receive the benefits of this Agreement or properly perform in accordance with this Agreement.
9. Warranty; Disclaimer :
1. SocialRoots Warranty :
SocialRoots represents and warrants that it possesses sufficient rights, approvals, licenses, consents and permissions necessary to grant the licenses and perform its obligations under these Terms.
2. DISCLAIMER :
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND SOCIALROOTS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. SOCIALROOTS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. SOCIALROOTS DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES. SOCIALROOTS IS NOT LIABLE FOR ERRORS, OMISSIONS, OR MISTAKES IN CUSTOMER DATA OR YOUR DATA, OR CUSTOMER'S USE OF THE SERVICES AND ANY ERRORS, OMISSIONS, OR INACCURACIES IN SUCH INFORMATION. SOCIALROOTS DOES NOT WARRANT THAT THE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. SOCIALROOTS EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CUSTOMER'S USE OF THE SERVICES.
10. Limitation of Liability :
1. Claims :
YOU AND SocialRoots AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
2. Liability Limitations :
SocialRoots (AND ITS SUPPLIERS OR LICENSORS) WILL NOT HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE.
3. Liability Cap :
SocialRoots'S (AND ITS SUPPLIERS' AND LICENSOR'S) ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER OR YOU, IF ANY, TO SocialRoots DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THESE TERMS, OR $5,000, WHICHEVER IS GREATER.
4. Acknowledgment :
YOU ACKNOWLEDGE AND AGREE THAT SOCIALROOTS HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SOCIALROOTS.
11. Indemnification : You agree to defend, indemnify and hold harmless SocialRoots and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from or related to: a) any alleged or actual breach of any representation, warranty or covenant made by you under these Terms; b) violations of any applicable law, rule or regulation by you; c) any claim for damages that arise as a result of any Customer data or any other data that are submitted via your account. You shall not, without the prior written consent of SocialRoots, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise or consent provides for and includes an express, unconditional release of such claim against SocialRoots.
12. Governing Law; Arbitration; and Class Action/Jury Trial Waiver :
1. Governing Law :
These Terms shall be governed and interpreted under the laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the federal and state courts located in Santa Clara County, California for any actions arising in connection with these Terms and you irrevocably waive objection to the venue.
2. Arbitration :
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SocialRoots. In the event of a dispute, you agree to first contact us connect@socialroots.ai and attempt to resolve the dispute with us informally. In the unlikely event that we have not reached a resolution in sixty (60) days, we each agree to resolve any matter arising out of or relating to these Terms through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Santa Clara County, California, unless you and SocialRoots agree otherwise. Each party will be responsible for paying its JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Notwithstanding the foregoing, SocialRoots may seek injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.
3. Class Action/Jury Trial Waiver :
WITH RESPECT TO ALL CUSTOMERS AND PERSONS, ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SocialRoots ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
13. General Terms :
1. Notices :
You agree that we will send you information relating to your Account and any notices under these Terms in electronic form, for example via emails to your email address provided during registration, or certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed to the contact information you have provided. You will send any notices under these Terms in writing to SocialRoots either by e-mail to connect@socialroots.ai, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid).
2. Feedback :
If you provide SocialRoots with recommendations, suggestions, or other feedback relating to the Service, or any other SocialRoots products or services ("Feedback"), you hereby grant SocialRoots an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Services and to commercialize the Feedback in any SocialRoots product, technology, service, specification, or other documentation. SocialRoots will have no obligation to provide Customer with attribution or compensation for any Feedback provided to SocialRoots.
3. Waivers and Severability :
Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of the Terms remains in effect.
4. Assignment :
Neither party may assign this agreement without the prior consent of the other party, except that either party may assign this agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities to the other party involved in such transaction. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each party's permitted successors and assigns.
5. Headings :
The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
6. Entire Agreement :
These Terms and any documents or agreements incorporated by reference, together with any Order, constitutes the entire agreement between you and SocialRoots relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by SocialRoots as set forth in these Terms.