Social Bravo Terms of Service Agreement

These terms of service (herein referred to as “Agreement”) details your responsibilities as a subscriber of Social Bravo and Social Bravo’s ENCORE software program (herein referred to as “Service”). It also includes disclaimer of liability and other matters that are of interest to users. When you use or access, or permit any other person to use or access the Service, you agree to the terms and conditions of service as they may be revised or amended from time to time. Please access and review the Agreement regularly at www.SocialBravo.com. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract (at least 18 years old).

The following are the terms and conditions of service for access to the Service. By clicking the ‘Agree' button on the sign-up page, by logging in to your Social Bravo account, by accessing this web site or by accessing the Service via any API interface, you accept this Agreement.

1. Copyright and Trademark Information

Copyright © 2011 Social Bravo. All Rights Reserved.

This web site, and the information which it contains, is the property of Social Bravo and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, " Social Bravo" and the Social Bravo logo are trademarks of Social Bravo. Other Social Bravo product or service names or logos appearing in this web site are either trademarks or registered trademarks of Social Bravo and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of Social Bravo's trademark or other intellectual property rights concerning that name or logo.

2. Products – Terms and Conditions

The Service is provided subject to this Agreement, and may be amended by Social Bravo, and any guidelines, rules or operating policies that Social Bravo may establish and post from time to time, including without limitation Social Bravo's customer Privacy Policy. By posting updated versions of the Agreement on www.SocialBravo.com, or otherwise providing notice to you, Social Bravo may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Service in its sole discretion. Except as otherwise provided in the Agreement, all such changes shall become effective upon the posting of the revised Agreement on the Service or at www.SocialBravo.com. The Service is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Service is not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Service. If you are using the Service in your capacity as an employee, you must have the ability to bind your employer by your use of the Service. You must complete the sign up form on the Social Bravo sign up page in order to use the Service. You shall provide true, accurate, current, and complete information about yourself as requested in the sign up form. You may from time to time provide Social Bravo's service personnel with remote access to your computers and other systems for the purpose of troubleshooting issues that arise in your use of the Service. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by Social Bravo or its personnel.

3. Representations and Acknowledgements

Subject in each case to the terms listed in the remainder of this Agreement, you hereby represent, acknowledge and agree that:

· The Service will be subject to advance monthly subscription fees. For more information on fees, see Section 4.

· The Service may only be used for lawful purposes.

· The Service may not be used for hosting content, including images and documents, that infringes on the intellectual property rights of others, including copyright, trademark and patent infringement, or that includes any obscene or libelous material or other material that violates any applicable law or regulation.

· You will adopt and maintain the Privacy Policy, which may be modified by Social Bravo from time to time.

4. Fees and Payment; Fee Schedule; Free Trial

4.1 Fees for the Service. Your subscription rate is based on One Fan page in accordance with the fee schedule and related information. You will be required to submit payment monthly in advance for the Service (unless you have already provided payment or means of payment, such as credit card information). Access to the Service will be disabled until payment is received. Fees will be billed and debited monthly for the Service, even if you are not actively using the Service.

4.2 Fee Schedule; Discounts. You are responsible for reviewing the fee schedule from time to time and remaining aware of the fees charged by Social Bravo and any applicable discounts. The fee schedule is subject to change at any time in Social Bravo’s sole discretion. Social Bravo will use good faith efforts to notify you prior to the effectiveness of any significant change to the fee schedule.

4.3 Payment. Payment for the Service will be made by either a valid PayPay account or credit card accepted by Social Bravo. Fees are payable in U.S. dollars. When using the monthly payment option for payment, you hereby authorize Social Bravo to charge your credit card for such amounts on a regular monthly basis and continuing until such time as your account is terminated. If Social Bravo is for any reason unable to effect automatic payment via your PayPal account or credit card, Social Bravo will attempt to notify you via email and your Service will be disabled until payment is received. Amounts paid for the Service, including prepayments, are not refundable.

5. Image Hosting and Prohibited Content

5.1 Documents and Images. Documents and images hosted by Social Bravo on Social Bravo controlled servers may only be used in connection with the Service and for no other purpose whatsoever. To the extent you use images provided by Social Bravo, Social Bravo hereby grants to you a limited, non-exclusive, non-transferable right to use the images in an unaltered state solely in connection with your use of the Service.

5.2 Prohibited Content. Social Bravo prohibits the use of the Service by any person or entity that:

· Provides, sells or offers to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software; escort services; dating services; adult "swinger" promotions; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons.

· Displays or markets material that exploits children, or otherwise exploits children under 18 years of age.

· Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.

· Posts or discloses any personally identifying information or private information about children without their consent (or their parents' consent in the case of a minor).

· Sells or promotes any products or services that are unlawful in the location at which the content is posted or received.

· Introduces viruses, worms, harmful code and/or Trojan horses on the Internet.

· Promotes, solicits or participates in pyramid schemes or multi-level channel and/or network marketing (MLM) businesses, including but not limited to personal work-at-home offers promoting "get rich quick", "build your wealth" and "financial independence" offerings.

· Engages in any libelous, defamatory, scandalous, threatening, or harassing activity.

· Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.

· Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner.

5.3 Right to Disable Access or Remove Content. Social Bravo, at its own discretion, may immediately disable your access to the Service or remove all or a portion of your content, without refund, if Social Bravo believes in its sole discretion that you have violated any of the policies listed above or this Agreement.

6. Restrictions and Responsibilities

6.1 No Rights in Software. This is an Agreement for services and access to this web site, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Service, documentation, or data related to the Service; remove any proprietary notices or labels from the Service, modify, translate, or create derivative works based on the Service; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service.

Unless you are an authorized reseller of the Service, you may not display, copy, reproduce, or distribute the Service, any component thereof, any documentation provided in connection with the Service, or any content, including but not limited to newsletters, distributed to you by Social Bravo in connection with the Service. Violation of these restrictions may result in the termination of this Agreement and be subject to prosecution by the law.

6.2 Your Information. In using the varied features of the Service, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Social Bravo. Social Bravo may use this information and any technical information about your use of the Service to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. Social Bravo will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except (i) as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order.

7. Cancellation of Subscription and Account.

YOU MAY CANCEL YOUR ENTIRE SUBSCRIPTION OR PART OF YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING SOCIAL BRAVO IN WRITING ELECTRONICALLY. THERE ARE NO REFUNDS FOR ANY FEES PAID. PAGE TABS CREATED AND MANAGED BY THE SERVICE WILL BE DELETED. YOU ARE RESPONSIBLE FOR TERMINATING YOUR SUBSCRIPTION, ACCOUNT, AND THIS AGREEMENT AND SOCIAL BRAVO IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION, ACCOUNT, AND THIS AGREEMENT AND ANY CREDIT CARD CHARGES AND FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR SUBSCRIPTION, ACCOUNT, AND THIS AGREEMENT.

Social Bravo may terminate this Agreement or the Service, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Social Bravo shall have no liability to you or any third party because of such termination or action. Social Bravo may delete any of your archived data within 30 days after the date of termination. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability. If your account is classified (at Social Bravo’s sole discretion) as inactive for over 120 days, Social Bravo has the right to permanently delete your subscriber data. Social Bravo will use good faith efforts to contact you via email prior to taking any permanent removal actions.

8. Indemnification

You hereby agree to defend, indemnify and hold harmless Social Bravo and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute or events you host using the Service or (iii) otherwise arises from or relates to your use of the Service. In addition, you acknowledge and agree that Social Bravo has the right to seek damages when you use the Service for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages. In addition, In the event that Social Bravo is required to respond to a third party or law enforcement subpoena that is related to your use of the Products, Social Bravo may in its sole discretion require you to reimburse Social Bravo for its reasonable expenses associated with complying with such subpoena.

9. Warranty Disclaimer; Remedies

USE OF THE SERVICE AND ANY RELIANCE BY YOU UPON THE SERVICE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. SOCIAL BRAVO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED "AS IS" AND SOCIAL BRAVO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of the Service shall be for Social Bravo to use commercially reasonable efforts to adjust or repair the Service.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SOCIAL BRAVO OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "SOCIAL BRAVO") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SOCIAL BRAVO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, SOCIAL BRAVO IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF SOCIAL BRAVO TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCTS IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY SOCIAL BRAVO TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

11. Monitoring Communications

You understand, agree and acknowledge that Social Bravo may in its discretion, but is not obligated to, monitor or record any of your telephone conversations with Social Bravo for quality control purposes, for purposes of training its employees and for its own protection. You acknowledge and understand that not all telephone lines or calls are recorded by Social Bravo, and Social Bravo does not guarantee that recordings of any particular telephone calls will be retained or capable of being retrieved.

12. Username and Password

You are responsible for maintaining the security of your account, passwords, and files. Social Bravo will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information as determined by Social Bravo in its discretion, by email or by phone, through which you access the Service. Social Bravo has no knowledge of your organizational structure, if you are registering for the Service as an entity, or your personal relationships, if you are a person. Social Bravo shall not be responsible for the actions of any individuals who misuse or misappropriate your content or other assets using your username and password or other appropriate account identifying information

13. Miscellaneous

13.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

13.2 Social Bravo and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

13.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Social Bravo in any respect whatsoever.

13.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

13.5 The Agreement shall be governed by the laws of the state of Minnesota, USA without regard to its choice or law or conflict of laws provisions. Parties shall try to resolve any dispute arising out of or relating to the Agreement by mediation under the Mediation Procedures of the CPR Institute for Dispute Resolution. Unless the parties agree otherwise, the mediator will be selected from the CPR Panel of Distinguished Neutrals. Any controversy or claim arising out of or relating to the Agreement or the breach, termination or validity thereof, which remains unresolved 45 days after appointment of a mediator, shall be settled by arbitration by a sole arbitrator in accordance with the CPR rules for Non Administered Arbitration, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

Additional Information

If you have any questions about the rights and restrictions above, please contact Social Bravo by email at info@socialbravo.com.

Copyright © 2011 Social Bravo. All Rights Reserved.

Effective: June 14, 2011

Last Updated: October 1, 2011