Social Bite Terms of Sale and Service
Introduction
Welcome to Social Bite, a Delaware corporation, also referred to as "we," "our," or "us." Our mission is to transform the way people connect. We provide products, services, and technologies ("Products") that allow users ("Users") to organize, display, and share information with other users and third parties ("Services") through our software, mobile application, and website, collectively referred to as the "Platform."
By placing an order, whether through the Platform or by other means ("Order"), you (whether as an individual or on behalf of an entity you represent) are entering into these Social Bite Terms of Sale and Service ("Terms") and agreeing to be bound by these Terms and other terms and conditions governing the use of our Services, Platform, or the Products offered or sold on our platform. These additional terms include our Privacy Policy and Data Processing Addendum, collectively referred to as "Policies." If you are under the age of 16, you may not use our Platform or Services without the consent of a parent or guardian.
If you do not agree to these Terms or our Policies, you must refrain from placing an Order or using our Platform, Services, or Products.
By agreeing, you confirm that you have the authority to bind yourself and/or the entity or company you represent. We reserve the right to periodically supplement, modify, or revise these Terms or any of our Policies at our sole discretion, with the date of such modifications indicated by the "Last Revised" designation at the top of these Terms or other Policies.
Purchase of Products
(a) By placing an Order, you acknowledge and agree that you are making an offer to purchase the Products in accordance with the terms and conditions of that Order, these Terms, and our Policies. An Order is not considered effective until we have executed and accepted it. We have the discretion to accept or reject any Order. In the case of Products' sale, we will deliver these Products at the prices specified in the Order (or, if not indicated in an Order, at the prices advertised on our Platform when we accept the Order). These prices are referred to as the "Product Purchase Price," which, in addition to any Subscription Fees or other amounts payable under these Terms, constitute "Fees." All prices are exclusive of any applicable sales, use, excise taxes, or other similar charges imposed by governmental authorities on the amounts you need to pay. You are responsible for all such charges, costs, and taxes, except those imposed on our income, revenues, gross receipts, personnel, or assets.
(b) Unless otherwise stated in an Order, we will select the method of shipment and the carrier for the Products. We may, at our sole discretion, make partial shipments of Products, and you are responsible for the units shipped, whether it's a complete or partial fulfillment of an Order. Unless specified otherwise in an Order, you will cover all shipping charges and insurance costs.
(c) The Products will be delivered to the address specified in the applicable Order ("Delivery Point") within a reasonable time after we accept the Order, using our standard methods for packing and shipping. However, custom Products, such as those bearing a logo or design specifically ordered by you, may have additional processing and delivery times. Any delivery times provided by us are estimates only. We are not liable for any loss or damage resulting from delays in Order fulfillment, delivery failures, or delays in delivery. Delay in shipment or delivery does not release you from your obligations under these Terms or our Policies.
(d) Title and risk of loss transfer to you upon delivery of the Products at the Delivery Point. If you fail to accept delivery for any reason, or if we are unable to deliver the Products due to inadequate instructions, documents, licenses, or authorizations, then: (i) the risk of loss transfers to you; (ii) the Products are considered delivered; and (iii) we may, at our discretion, store the Products until you pick them up, with you being liable for related costs and expenses, including storage and insurance.
(e) You are required to inspect the Products within ten (10) days of delivery at the Delivery Point (the "Inspection Period") and either accept them or, in the case of Nonconforming Products, reject them. You will be deemed to have accepted the Products unless you notify us in writing at mail@socialbite.co of any Nonconforming Products during the Inspection Period and provide evidence or documentation of the nonconformity. "Nonconforming Products" are limited to: (i) Products materially different from the applicable Order; or (ii) defective Products. If you notify us of Nonconforming Products in a timely manner, you will be directed to ship them to the address we designate. If we choose to replace Nonconforming Products, we will ship the replacement Products to the Delivery Point after receiving your return shipment of Nonconforming Products. Except as otherwise specified in these Terms or our other Policies, all sales of Products are final, and you have no right to return Products.
(f) We warrant that, for a period of 1 year from the date of shipment, the Products will be free from significant defects in material and workmanship rendering them unusable or Nonconforming Products. These warranties do not apply if the Products have been: (x) subjected to abuse, misuse, abnormal physical stress, environmental conditions, or use contrary to any published instructions; (y) reconstructed, repaired, or altered by anyone other than us; or (z) used with a product or hardware not previously approved by us in writing.
(g) Except for the warranty in Section 2(f), we provide no other warranty with respect to the Products, Services, or Platform, including: (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; or (iii) warranty against infringement of third-party intellectual property rights, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
(h) We will not be liable for a breach of the warranty in Section 2(f) unless you provide us with written notice of the defect within ten days of discovering or reasonably should have discovered the defect, give us a reasonable opportunity to examine the Products, and return the Products to our designated location at our cost for examination. We will only be liable if we verify and agree with your claim that the Products are Nonconforming Products.
(i) Subject to Section 2(f)(x)-(z) and Section 2(h) above, during the Warranty Period, we will, at our discretion, either: (i) repair or replace Nonconforming Products (or the defective part) with Products or (ii) credit or refund the price of such Products at the pro-rata contract rate. These remedies in Section 2(i) are your exclusive remedies for Nonconforming Products.
(j) The remedies in Section 2(i) are your sole and exclusive remedy and constitute our entire liability for any breach of the limited warranty in Section 2(f).
(k) With the exception of the basic Order terms, any variations to the terms and conditions of these Terms in any Order are void and have no effect. These Terms supersede any terms or conditions found in any other document and explicitly exclude your general terms and conditions in any Order or other document you submit. In the event of any conflict between the Terms and the terms of any Order or other document you submit, these Terms will prevail
Subscription; Payment Terms
(a) We offer various Subscription Levels for accessing and utilizing our Services, which can include options such as free, Pro, and Linq for Teams. These Subscription Levels may come with distinct features, functions, or usage limitations and are subject to varying Subscription Fees, as well as applicable taxes and fees. Unless otherwise agreed upon in writing, the Subscription Levels and associated Subscription Fees are outlined on our Platform and in the relevant Order. While we retain the right to modify Subscription Levels and Subscription Fees at our discretion, such changes will not apply to the ongoing Subscription Term but may affect renewals.
(b) When you subscribe to a Subscription Level, you commit to paying the relevant Subscription Fees as determined during the Order placement or upon registration or activation of your Account. The payment terms provided when obtaining a subscription for our Services are an integral part of our agreement and are incorporated by reference.
(c) We may collect payments of Fees directly or through third-party payment processors, such as Stripe, which may bill you through a payment account linked to your Account. Payment processing by third-party payment processors is subject to their terms, conditions, and policies in addition to these Terms and our Policies. By providing a valid payment method, you confirm that you are authorized to use it, and you authorize us (or our designated payment processors) to charge your payment method for the Fees. Failure to verify your payment method, an invalid method, or any other issues may lead to the suspension or cancellation of your Account, Order, or subscription. We reserve the right to rectify errors or mistakes made during the checkout process.
(d) Subscription Fees and payment terms may involve recurring charges. By selecting a recurring payment plan, you acknowledge and accept responsibility for all recurring charges before cancellation.
(e) Notwithstanding the above, we may periodically charge your payment method (e.g., monthly or annually) based on your Subscription Level and terms without requiring further authorization until you notify us of subscription termination or a change in your payment method. You can terminate your authorization or change your payment method via your Account settings.
(f) Your subscription will automatically renew for successive periods at the same Subscription Level as the previous one, unless you modify or cancel your subscription via your Account settings. For example, if you have a monthly Pro account, it will renew each month at the non-promotional rate associated with that Pro Subscription Level. To discontinue recurring charges, you must cancel or terminate your subscription before the current Subscription Term concludes. You cannot terminate your subscription before the paid period ends, and we will not refund any amounts already paid. If you terminate your subscription, you can continue using it until the current Subscription Term expires, after which it will not be renewed.
(g) It is your responsibility to ensure that your Account information is accurate, up-to-date, and complete. You must promptly update all information to maintain accurate billing information and inform us or our payment processor of any changes or cancellations in your payment method. Failure to provide accurate information may result in continued charging for Subscription Fees unless you terminate your subscription.
(h) We may offer free trials of paid Subscription Levels for a limited time. If such a trial is available, specific terms will be provided at the time of the offer and must be accepted according to those terms, these Terms, and our Policies. Trials are typically accessible to Users who have not previously held a paid Subscription Level. Users obtaining a free tier may not create more than one Account. We may charge standard fees or terminate access to the Services if we believe the free tier is not used in good faith. By accepting a free trial subscription, you agree to Subscription Fees upon the trial's expiration, and we (or our third-party payment processor) will charge your payment method for Subscription Fees at the end of the trial period unless you cancel your subscription before that time.
Posts and Content; Use of the Services; Infringement Policy
(a) Our Services enable Users to upload, post, publish, transmit, share, or display ("Post") information, descriptions, pictures, links, data, text, media, comments, messages, contact information, and similar materials ("Content") via the Services or on the Platform, including public-facing Pages. You bear sole responsibility for any Content Posted on the Platform or via the Services by you or your Users. Content Posted via the Services or on the Platform is not considered confidential and is treated as public information. By Posting Content via the Services or on the Platform, you affirm and warrant that you possess the right to Post such Content and grant us a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sub-licensable license to use, display, transmit, modify, and otherwise utilize such Content for the operation and promotion of the Platform or Services.
(b) You further affirm and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We retain the right, with or without notice, to review any Content Posted on the Platform or via the Services to prevent or rectify violations of these Terms, our Policies, or applicable law. We may (i) decline to accept or display any Content, (ii) delete all or part of such Content, and (iii) investigate, take legal action, or undertake other actions as deemed necessary to manage the Platform or Services. Prohibited actions encompass:
Posting unlawful, harmful, violent, illegal, infringing, objectionable, pornographic, libelous, invasive, or any other unwarranted or illegal content.
Collecting usernames and email addresses without authorization, except for methods provided by the Services.
Collecting, storing, or transmitting Personal Information from Users without their consent or collecting Personal Information of children under the age of 13.
Creating derivative works or reverse-engineering the Products, Platform, or Services.
Copying, scraping, harvesting, transmitting viruses, worms, or interfering with the Services or Platform's operation or security.
Using the Services or Platform in a way that degrades their operation, speed, or reliability.
Accessing non-public areas of the Services, Platform, or technical delivery systems.
(c) The Platform and Services may include links to Third Party Services, provided "AS IS" without indemnification, support, or warranty, and these Terms do not govern your use of Third Party Services. We do not assume responsibility for any Third Party Services.
(d) The Platform and Services may contain Content protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. All Intellectual Property Rights related to the Products, Platform, or Services are our exclusive property, and other company names, product names, and logos used on the Platform or via the Services may be trademarks or service marks of their respective owners. Intellectual Property Rights encompass patents, trademarks, domain names, copyrights, trade secrets, and other intellectual property rights.
(e) We hold a deep respect for intellectual property rights and expect the same from you. We will make reasonable efforts to investigate notices of alleged infringement or violations of intellectual property laws and take appropriate actions. If you believe your work has been copied or your intellectual property rights have been violated, please provide the necessary information for us to address your claim. If your content is removed due to infringement and you believe it is not infringing, please provide the required information, and we may allow the original content to be reposted.
(f) For infringement notices or any related queries, please contact us via email at mail@socialbite.co (Subject line: Takedown Request).
Limitation on Liability
(a) We are not liable for (i) any Content posted on our Platform or through the Services; (ii) interactions or communications between Users; (iii) any Losses resulting from your use of the Platform or the Services; (iv) negative or critical comments Posted by other Users on the Platform or through the Services; (v) any Third Party Service(s) provided to you through the Platform or the Services; (vi) any third party Personal Information you upload, Post, or provide to us without consent through the Services or on the Platform. You are solely responsible for your interactions with other Users. We have the right but not the obligation to become involved in disputes between you and another User.
(b) In no event shall we be liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, or diminution in value arising from or related to any breach of these Terms. This limitation applies regardless of whether such damages were foreseeable, whether or not we were advised of the possibility of such damages, the legal or equitable theory (contract, tort, or otherwise) on which the claim is based, and the failure of any agreed or other remedy of its essential purpose.
(c) Our aggregate liability arising from or related to these Terms, whether arising from breach of contract, tort (including negligence), or otherwise, shall not exceed the total of the amounts paid to us by you during the previous 12 months.
(d) If you are a California resident, you waive California Civil Code Section 1542, and if you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Indemnification
You shall indemnify, defend, and hold us, our officers, directors, employees, agents, affiliates, successors, and permitted assigns harmless against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys’ fees, arising out of or resulting from any third-party claim related to your use or misuse of the Products or Services purchased from us, or your negligence, willful misconduct, or breach of these Terms or our Policies.
Governing Law
These Terms and our Policies are governed by the laws of the State of Alabama without giving effect to its principles regarding conflicts of law.
Binding Arbitration; Waiver of Litigation and Class Action Arbitration
(a) Waiver of Jury Trial and Class Action: By accepting these Terms, you waive the right to a trial by jury and the right to participate in a class action. Disputes between us and you shall be resolved through binding arbitration, excluding certain claims described below. This agreement to arbitrate applies to our respective agents, employees, subsidiaries, predecessors, successors, beneficiaries, and assigns.
(b) Arbitration Process: Any disputes, claims, or controversies arising out of or relating to these Terms, our Policies, the Platform, any Product or Service, or the relationship between you and us ("Disputes") shall be determined exclusively by binding arbitration. Claims regarding the infringement, protection, or validity of our or our licensors' intellectual property rights, statutory consumer rights under Australian consumer law, and claims brought in small claims court in Birmingham, Alabama, are excluded from this arbitration provision.
(c) Informal Resolution: You and us shall attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations commence upon receipt of written Notice of Dispute from one party to the other. If the Dispute is not resolved, it shall be subject to binding arbitration.
(d) Arbitration Administration: The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator shall make a written decision and may award declaratory or injunctive relief in favor of the individual party seeking relief.
(e) Individual Claims Only: You and us agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate the claims of multiple parties.
General
(a) The unenforceability of any provision of these Terms will not affect the enforceability of any other provision or any other Policies. In case of a conflict, we reserve the right to elect which provision remains in force. Headings are for convenience only. Our non-enforcement of any provision will not be construed as a waiver of any rights.
(b) You are responsible for compliance with US export control laws concerning the Products, Platform, and Services. Your download and use of the Platform or the Services are at your own risk.
(c) Communications: When you purchase or use our Products, Platform, or Services or send emails to us, you agree to communicate with us electronically. These Terms and our other Policies are legally enforceable electronically and are admissible in any legal proceeding.
(d) Notices: We will provide notices within the Platform or through the Services or, if required, via email.
(e) Interpretation: The terms “include” or “including,” and similar words used herein, shall not be terms of limitation but shall be followed by the words “without limitation.” The term “or” shall mean “and/or.”
