END USER TERMS OF SERVICE
for SocialClimb SaaS Services

PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY BEFORE ACCEPTING THESE TERMS, UNDER WHICH YOU WILL BE AUTHORIZED TO USE THE MARKETING, LOCATION MANAGEMENT AND/OR SOCIAL POSTINGS MANAGEMENT ONLINE SOFTWARE PLATFORM AND SUBSCRIPTION SERVICE (THE “SAAS SERVICES”) OF SOCIALCLIMB, LLC (“SOCIALCLIMB” OR “WE”). BY CLICKING TO ACCEPT THESE TERMS OR BY USING THE SAAS SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY. THESE TERMS SET FORTH YOUR LEGAL RIGHTS AND OBLIGATIONS RELATED TO SOCIALCLIMB’S SAAS SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THESE TERMS OR USE THE SAAS SERVICES.

These Terms are a legal agreement between you and SocialClimb and govern your use of the SaaS Services as an authorized user of a customer of SocialClimb (the “Customer”), which has entered into a separate master subscription and services agreement with SocialClimb. We make our online SaaS Services available to Customer and its authorized users subject to the following terms and conditions. Any rights not expressly granted herein are reserved by SocialClimb. 

Changes to Terms: SocialClimb may update these Terms from time to time. You may be notified of such changes by email and we may require you to accept the new version of the Terms in order to continue accessing the SaaS Services. If you object to any changes in these Terms, you may discontinue your use of the SaaS Services.

In consideration of SocialClimb’s provision of the SaaS Services and related services to you, you agree with us as follows:

1.  ACCESS TO SAAS SERVICES AND MATERIALS. You will have access to and the right to use the SaaS Services under the terms of our contract with Customer. You acknowledge and agree that the SaaS Services, the related SocialClimb software, SocialClimb’s web portal, text, graphics, logos, images, content and other materials made available through the SaaS Services (“SocialClimb Materials”) may be modified and updated from time to time, in SocialClimb’s sole discretion.

2.  USER OBLIGATIONS. You warrant to us that you will use the SaaS Services solely for Customer’s internal business purposes, and you will not use the SaaS Services or SocialClimb Materials for any purpose that is unlawful or that is prohibited by these Terms. Without limiting this warranty, you specifically agree:

    • You will not share your password or access to your SaaS Services account with any other person or entity, including without limitation any competitor of SocialClimb, other than other authorized users employed by Customer. You are responsible for any misuse of the SaaS Services under your account or password.
    • You will not copy, modify, publish, transmit, reverse engineer, transfer or sell, create derivative works, or in any other way use or exploit any of the content of the SaaS Services or other SocialClimb Materials other than for their authorized purposes. 
    • You will not use the SaaS Services in any manner which could damage, disable, overburden, or impair the SaaS Services or interfere with any other party’s use and enjoyment of the SaaS Services.
    • You will not obtain or attempt to obtain any materials or information on or through the SaaS Services through circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining.
    • You may not access the SaaS Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
    • You may not use any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor this SaaS Services or any of its contents.
    • You will not upload to the SaaS Services any libelous or unlawful content or any materials or instructions that may cause harm or injury, or that violate any person’s right of privacy or any copyright, trademark, or other intellectual property rights. 
    • You will not delete or alter any proprietary rights or attribution notices in any content or SocialClimb Materials obtained through the SaaS Services.
    • You agree that you do not acquire any ownership rights in any content posted by SocialClimb, its licensors, or other third parties, or in any SocialClimb Materials. We do not grant you any licenses, express or implied, to any SocialClimb Materials except as expressly provided in these Terms, in connection with such content or materials, or as contained in a binding contract between you or your organization and SocialClimb.

3.  INDEMNITY. You agree to indemnify, defend and hold harmless SocialClimb from and against any losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) that arise out of or relate to your breach of these Terms or your misuse or unauthorized use of the SaaS Services. SocialClimb will give you prompt written notice of any such claim, and will reasonably cooperate with you in the defense and settlement of the claim, at your expense.

4.  CONFIDENTIAL INFORMATION.  You agree to keep strictly confidential all non-public information provided to you through the SaaS Services (“Confidential Information”), including technology, personal information of other individuals, and business information of SocialClimb. You shall not use Confidential Information for any purpose other than the authorized purposes of this Agreement.  You may disclose Confidential Information only to other personnel of Customer who have a need to know such information, and who are bound to keep such information confidential.

5.  OWNERSHIP, PRIVACY POLICY, AND DATA USAGE. 

a.  All of SocialClimb’s software, content and materials on its website or made available through the SaaS Services, including text, graphics, logos and images (“SocialClimb Materials”), are the valuable property of SocialClimb or its suppliers or licensors, and are protected by copyright and/or other laws protecting intellectual property and proprietary rights. You agree to comply with all copyright and other notices, legends or restrictions applicable to any SocialClimb Materials.

b.  Please refer to SocialClimb’s Privacy Policy, which is incorporated into these Terms, and informs users of SocialClimb’s policies and practices related to collection, storage, processing, destruction, and other use of your personal data.

c.  SocialClimb may collect and compile data and information related to your use of the SaaS Services in an aggregate and anonymized manner, including compiled statistical and performance information related to your provision, operation and use of the SaaS Services (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong solely to SocialClimb. You agree that SocialClimb may use and may make Aggregated Statistics publicly available in compliance with applicable law, including for internal evaluation purposes and external benchmarking and marketing purposes.

d.  SocialClimb may also use your personal data in connection with performing predictive analytics functions and creating predictive data models. SocialClimb may use such data for SocialClimb’s internal use in providing the SaaS Services to you and Customer and improving our products and services generally. SocialClimb may commercialize and distribute the predictive data models created by it, provided that such data models do not include your personal health information or other personal data.

e.  If you provide any suggestions, ideas or feedback to SocialClimb (“Feedback”), we will have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into or use it to improve our software, products and services.

6.  LINKS TO THIRD PARTY SITES. If you decide to access or use any third party websites linked to the SaaS Services, you do this entirely at your own risk. 

7.  TRADEMARKS. SocialClimb’s name and its trademarks, service marks and logos, as well as any other SocialClimb product names or logos displayed on our website or SaaS Services, are registered or unregistered trademarks of SocialClimb. The names and marks of any third parties on our website are the property of their respective owners and may also be trademarks. Our trademarks may be used publicly only with our prior written permission.

8.  TERM AND TERMINATION. These Terms shall remain in force until terminated by either you or us for any or no cause, by giving notice to the other party. These Terms and your right to access to the SaaS Services will automatically terminate, without notice to you, if our master services agreement with the Customer terminates or if your employment or engagement with the Customer terminates. Without limiting the foregoing, if you breach any of these Terms, we have the right, at our sole discretion and without prior notice, to suspend, modify, disable, or terminate your use of the SaaS Services. Upon termination, you will no longer have authorized access to the SaaS Services.

9.  NO ASSIGNMENT. You may not allow others to use your SaaS Services account, and these Terms may not be assigned by you.

10. DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. THE SAAS SERVICES AND OTHER SOCIALCLIMB MATERIALS ARE PROVIDED TO YOU “AS IS.” SOCIALCLIMB MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. OUR TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THESE TERMS, INCLUDING ANY USE OF OR INABILITY TO USE THE SAAS SERVICES OR OTHER SOCIALCLIMB MATERIALS, SHALL BE LIMITED TO YOUR DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF $50.00. IN NO EVENT SHALL SOCIALCLIMB BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SAAS SERVICES OR OTHER SOCIALCLIMB MATERIALS, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions.

11.  APPLICABLE LAWS. 

a.  You are responsible for complying with all applicable laws in connection with your use of the SaaS Services. SocialClimb controls the SaaS Services from its offices in the United States of America. We make no representation that the SocialClimb Materials are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.

b.  You may not use or export the SocialClimb Materials in violation of U.S. export laws and regulations. 

c.  These Terms shall be governed by the laws of the state of Utah, excluding conflicts of laws rules. You consent to the exclusive jurisdiction and venue of courts in Utah in all disputes arising out of or relating to these Terms. In the event of any legal action relating to these Terms, the losing party in such action shall pay the prevailing party’s reasonable attorneys’ fees and costs incurred.

d.  Our provision of the SaaS Services and other SocialClimb Materials and services is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with governmental, court and law enforcement requests or requirements.

12.  NOTICES. All notices, consents and other communications permitted or required to be given hereunder shall be delivered by electronic mail to SocialClimb at [email protected] and to you at the email address set forth on your SocialClimb Service Dashboard.

13. MISCELLANEOUS. These Terms constitute the entire agreement between you and SocialClimb with respect to the SaaS Services. These Terms supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and us with respect to the SaaS Services. If any provision of these Terms is found to be void or unenforceable by a court, all other provisions will remain in full force and effect. The failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.