SocMedIn.com
Terms of Service
The
use of the online services provided by SocMedIn.com is governed
by the terms and conditions set out below ("this Agreement").
Without limiting the way in which you may be bound by this Agreement,
by signing a document agreeing to be bound by this Agreement, by
clicking a button or checkbox on your computer screen including your
acceptance of this Agreement, or by proceeding to use the Services
(as defined below) you will be deemed to have accepted and will be
bound by the terms and conditions of this Agreement.
1.
Services Offered by SocMedIn.com
1.1
SocMedIn.com
provides an online service that allows businesses and brands to sell,
buy, transfer their brand’s social media presence (“Digital
Assets”) to another business or brand, in accordance with and
subject to, the terms and conditions of this Agreement, and
individual social media platform TOS, whereby ("Services"):
Sellers
may, via SocMedIn.com, advertise their Digital Assets for sale
whether by way of a Classified or Auction;
Buyers
may, via SocMedIn.com, contact Sellers to offer to purchase their
Digital Assets; and
Buyers
may, via SocMedIn.com, bid in Auctions conducted by Sellers.
1.2
You,
as a user of the Services, may use the Services in the capacity as a
Seller, Buyer or both a Seller and a Buyer. The terms and conditions
of this Agreement will apply to your use of the Services in either or
both of those capacities.
2. Listing
Classifieds and Auctions
2.1
Conduct in Accordance with Listing Rules
Your
participation as a Buyer or Seller in a Classified or Auction will at
all times be governed by the Listing Rules. You agree that you are
bound by the Listing Rules and will comply with the Rules.
2.2
Advertising a Classified or Auction
You
may, as a Seller, advertise your Digital Assets for sale via a
Classified. You may do so by placing a Listing on SocMedIn.com
2.3
Digital Assets You Can Sell
You
must only list Digital Assets for sale which you own and which you
are entitled to sell. By creating a Listing for a Digital Assets,
you are warranting to SocMedIn.com and to each Buyer that:
you
are the owner of all Intellectual Property Rights and all other
rights, title and interest in the Digital Assets;
the
Digital Assets and all of its components are transferable to the
Buyer;
all
Third Party Agreements are transferable to the Buyer; and
the
Buyer may be registered as the owner of the domain name for the
Digital Asset and that domain name may be transferred to another
registrar.
You
are restricted from placing Listings to sell Digital Assets which:
are
obscene, vulgar and/or deemed by SocMedIn.com to be offensive;
contain
material which infringes the Intellectual Property Rights of a
third party or which assists others to infringe the Intellectual
Property Rights of a third party;
are
engaged in activities which contravene the law of any territory; or
contravene
any provision of the Listing Rules.
2.4
Classified and Auction Requirements
In
listing your Digital Assets, you agree to comply with the
requirements in relation to Auctions and Classifieds as set out in
these terms and conditions or as set out in the Listing Rules.
When
you advertise your Digital Asset:
you
must specify all details requested by SocMedIn.com in relation to
the Listing;
you
must conduct the Auction using the Auction engine provided by
SocMedIn.com;
you
must conduct the Auction in accordance with the Rules; and
you
must sell your Digital Asset to the Winning Offer.
2.5
Conduct of Buyers
As
a Buyer, you may offer to purchase a Digital Asset of a Seller via
SocMedIn.com. Your offer to purchase must be submitted via
SocMedIn.com. In the case of an Auction, your offer to purchase will
be submitted as a bid in the Auction. All offers to purchase a
Digital Asset (including an Auction bid) must be made in accordance
with the Rules.
2.6
What must be sold as part of a Digital Asset
Any
business/brand social media assets listed for sale on SocMedIn.com
must offer for sale:
all
intellectual property pertaining to the listed brand or business
page including (but not limited to) email addresses, social media
handles, logins, passwords, trademarks, registration documents,
company formation documents;
all
files related to the brand or business including logos, images,
music, animation, films and other media;
all
advertised domain names for the website must be transferable to
another registrar; and
if
specified by the Seller, all of the Seller`s rights and obligations
in relation to any Third Party Agreements.
3. Legal
Relationship Between Buyers and Sellers
3.1
Legal Status of Agreeing to Sell a Digital Asset
When
a Seller agrees to sell a Digital Asset to a Buyer and the Buyer
agrees to purchase that Digital Asset, then that agreement for the
sale of the Digital Asset ("Sale Agreement") will be
legally binding on both the Seller and the Buyer.
An
offer to purchase a Digital Asset, is binding and irrevocable on the
Buyer.
In
the case of a bid at an Auction, the offer to purchase a Digital
Asset will terminate once a higher bid is made by a third party.
The
Buyer`s offer to purchase a Digital Asset will not become binding
upon a Seller until it is accepted by a Seller. This includes any
bids made by the Buyer in an Auction which must be accepted by the
Seller for the bid to be valid.
4.
SocMedIn.com’s Role in Relation to Listing Auctions and Classifieds
4.1
SocMedIn.com provides a software engine and website to enable:
Sellers
and Buyers to meet;
Sellers
to place Listings to advertise their Digital Asset for sale; and
Sellers
to conduct Auctions, Classifieds or Catalog Sales of their Digital
Asset.
4.2
You acknowledge and agree that:
SocMedIn.com
is not an auctioneer;
SocMedIn.com
does not conduct Auctions on behalf of Sellers. All Auctions are
conducted by Sellers on their own behalf;
SocMedIn.com
does not facilitate payments between Buyers and Sellers;
SocMedIn.com
and its Associates are not responsible in any way for the compliance
by each Buyer or Seller with the Sale Agreement. SocMedIn.com do not
guarantee and cannot ensure that a Buyer or Seller will actually
complete a sale of a Digital Asset or act lawfully in their use of
SocMedIn.com; and
SocMedIn.com
merely provides the software and website (being SocMedIn.com) by
which Seller`s may conduct their own Auctions and Classifieds.
SocMedIn.com
does not guarantee any claims or promises made by Sellers or Buyers.
SocMedIn.com
does not monitor authenticity of any users or members of our site
and will not be held liable for their actions.
SocMedIn.com
is not liable for what happens in relation to Digital Assets after
the Listing expires on SocMedIn.com
4.3
You
agree that SocMedIn.com is an independent service provider to you and
is not the employee, agent, partner, joint venturer or subcontractor
of any Seller or Buyer in relation to the sale of a Digital Asset.
SocMedIn.com`s only role in that sale is the role set out in clauses
4.1 and 4.2 above.
4.4
You
agree that you do not have the power to bind SocMedIn.com in relation
to any obligation owing to a third party. You agree that by using the
Services (either as Seller or Buyer) that SocMedIn.com, in providing
the Services and your access to SocMedIn.com, is providing a platform
for you to be introduced to other Sellers or Buyers (as the case may
be). SocMedIn.com is not a party to any transaction or agreement
between any Seller or Buyer and is not responsible for any act or
omission of any Seller or Buyer.
5.
Payments
5.1
Fees payable by a Seller
When
you, as a Seller, set up a Listing for the sale of your Digital
Asset, you:
5.2
How the Seller`s Fees are paid
When
your Digital Asset is listed, an invoice for the Listing Fee will be
automatically forwarded to you, which may be paid by credit card or
any other payment form offered by SocMedIn.com at the time.
5.3
Membership Level Fees
SocMedIn.com
may offer special membership levels, such as premium or pro, to its
registered users. SocMedIn.com may charge membership fees for those
membership levels. Membership level fees may be paid by credit card
or any other payment form offered by SocMedIn.com at the time.
5.4
SocMedIn.com credits are not used to pay the Purchase Price
You
cannot pay SocMedIn.com for Digital Assets of any Seller.
SocMedIn.com may only be used to pay for goods and services provided
by SocMedIn.com described in clause 5.1
5.5
Payments for Digital Assets
You
cannot pay SocMedIn.com for Digital Assets. SocMedIn.com may only be
used to pay for goods and services provided by SocMedIn.com.
SocMedIn.com will not facilitate purchases of Digital Assets on its
platform by taking payments (in monetary or other forms).
When
acting as a Buyer, you agree to purchase Digital Assets with the
Seller directly, You will be presented with SocMedIn.com’s partner
escrow program and proceed to transact with the Seller through that
platform.
5.6
SocMedIn.com is not an escrow service
SocMedIn.com
offers "SocMedIn.com Escrow", an escrow service powered by
a third-party escrow provider, to sellers as a payment option.
SocMedIn.com is not an escrow service and does not hold property on
behalf of any person. All amounts deposited or paid directly to
SocMedIn.com are property of SocMedIn.com and SocMedIn.com may use
those funds as it sees fit. The only rights that you have to receive
payment of any amounts held by SocMedIn.com are as set out in this
clause 5 or under clause 6.
By
buying or selling using "SocMedIn.com Escrow" on
SocMedIn.com you agree to be bound by third-party escrow provider’s
Privacy Policy and hereby consent and authorize SocMedIn.com to
share any information and payments instructions you provide with one
another and, to the extent required to complete your transactions,
with any third party service provider(s). By listing or selling
items on SocMedIn.com you also agree to be bound by third-party
escrow provider’s User Terms.
6.
Processing of Refunds
6.1
How refunds are paid
If
SocMedIn.com issues you a refund, that refund will be paid to you
using the same payment methods you used to pay any Fees to
SocMedIn.com or via any other method SocMedIn.com chooses from time
to time.
6.2
Withdrawal of a Classified or Auction
If
you, as a Seller withdraw a Classified or Auction (where permitted by
the Rules), then unless we otherwise expressly state to the contrary,
there will be no refund of any amount of the Fees paid by the seller
in respect of the Classified, Catalog Sale or Auction.
6.3
Circumstances in which a refund may be paid
SocMedIn.com
may refund an amount of any SocMedIn.com Fees paid by you if:
SocMedIn.com`s
determination as to whether a refund is required by this clause is
final and conclusive and may not be challenged by you.
7.
Suspension of the Services
7.1
Without
limiting SocMedIn.com’s other rights arising under this Agreement,
SocMedIn.com may suspend your User Account and your use of the
Services at any time, with or without notice to you, and for any
reason in its sole and absolute discretion, including if:
SocMedIn.com
considers that you have breached any of your obligations to
SocMedIn.com under this Agreement;
SocMedIn.com
considers that you are using your User Account in bad faith or to
collude in any way to reduce the amount of Fees that would
ordinarily be payable to SocMedIn.com;
you
are using your User Account or the Services for illegal or
fraudulent means or in a manner which SocMedIn.com in its sole
discretion considers offensive, unlawful, harassing, libellous,
defamatory, abusive, threatening, harmful, vulgar, obscene or
otherwise objectionable;
in
SocMedIn.com’s sole and absolute opinion, the provision of the
Services to you is resulting in an unreasonable load on
SocMedIn.com’s servers or SocMedIn.com’s other services;
if
a notice of a claimed copyright infringement has been lodged against
you, subject to the outcome of SocMedIn.com`s notice and takedown
procedures; or
if
SocMedIn.com has reasonable grounds to believe that you are a repeat
infringer of copyright or other Intellectual Property Rights.
7.2
You
agree:
SocMedIn.com
may suspend the Services where permitted under clause 10.1 at any
time including without limitation, during or after a Listing
SocMedIn.com’s
suspension of the Services may, in SocMedIn.com’s sole discretion,
apply to only some of the Services and/or for a fixed or indefinite
period of time; and
SocMedIn.com
may in its sole discretion reactivate the Services and your User
Account for you at any time following suspension.
7.3
For
the avoidance of doubt, you may not make withdrawals of, or spend any
SocMedIn.com Credits during any period of suspension of your User
Account. Further SocMedIn.com may in its discretion retain the
balance of all SocMedIn.com Credits in your account towards
compensating SocMedIn.com for any loss and damage it may have
suffered as a result of your breach of this Agreement which lead to
the User Account suspension.
7.4
During
a suspension of your User Account, any Listings (whether for Auction
or Classified) will be suspended or terminated (as determined by us
in our sole and absolute discretion).
8. Privacy
8.1
SocMedIn.com
will collect your personal information including your name, contact
details and payment details (including, without limitation, credit
card details) (" Personal Information"). All Personal
Information will be handled, used, maintained and disclosed by
SocMedIn.com in accordance with all applicable privacy laws and data
protection laws as well as its privacy policy which applies from time
to time.
8.2
You
agree that you will only use the Personal Information of other
Sellers or Buyers for the purposes of this Agreement and for the
purposes of interacting with them in relation to the sale or purchase
of a Digital Asset. Unless separately agreed between you and another
Seller or Buyer, you must not use their Personal Information for any
other purpose.
8.3
You
warrant to SocMedIn.com and its third party providers that you will
comply with all privacy laws and data protection laws in relation to
the storage, use and transfer of Personal Information.
9. Your
General Obligations
You
agree that:
9.1
you
will not use the Services for any illegal or fraudulent purpose or
for any purpose other than participating in Classifieds or Auctions
as a Seller or Buyer;
9.2
you
will comply with all laws which must be complied with in relation to
a Listing or the sale or purchase of a Digital Asset;
9.3
you
will comply with any export restrictions which may apply to the
export or import of Digital Assets or other Intellectual Property
Rights to locations inside or outside USA or the territory in which
you are located;
9.4
you
warrant that you will not, by engaging SocMedIn.com to provide the
Services, place SocMedIn.com in breach of any law or obligation owing
to a third party;
9.5
you
will not undertake any act or cause any omission which will bring
SocMedIn.com, its brand or other Sellers and Buyers into disrepute;
9.6
you
will not use the Services in a manner that may lead to the suspension
of the Services under clause 7.1; and
9.7
you
will provide SocMedIn.com with all information requested by
SocMedIn.com which SocMedIn.com requires to provide the Services.
10. Term
and Termination
10.1
This
Agreement will commence on the date that you first create a User
Account with SocMedIn.com and will terminate at the later of the date
that:
10.2
If
after termination or closure of your User Account, your User Account
is reactivated or a new User Account is opened, or you otherwise
recommence to use the Services, then you will again become bound by
this Agreement at that time.
10.3
This
Agreement and your User Account may be terminated by SocMedIn.com at
any time for any reason whatsoever with or without notice to you.
10.4
This
Agreement may be terminated by SocMedIn.com immediately on written
notice to you:
if
you are in default or breach of this Agreement; and
SocMedIn.com
has provided you with 24 hours written notice of the default or
breach and where the breach or default is capable of rectification,
you fail to rectify the breach or default within the period of the
notice;
SocMedIn.com
has reasonable grounds to believe that you are a repeat infringer of
copyright or other Intellectual Property Rights; or
without
cause by giving thirty (30) days notice to you.
10.5
Upon
the termination of this Agreement:
any
Listings which you have placed on SocMedIn.com will instantly
terminate;
SocMedIn.com
will, within a time period determined by SocMedIn.com, withdraw the
use of the Services from you;
any
SocMedIn.com Balance Credits you hold will be cancelled immediately;
10.6
Clauses 11.2,
6, 8, 10.5, 12, 13 and 14 will survive the termination of
this Agreement.
11.
Creating a User Account to Use the Services
11.1
Creating a User Account
You
agree to create a User Account with SocMedIn.com in order to use the
Services.
Your
User Account will be created using SocMedIn.com`s online sign up
process, or any other method specified by SocMedIn.com from time to
time.
Your
User Account will permit you to login to SocMedIn.com to manage your
User Account, make use of SocMedIn.com and to manage other details
involving your relationship with SocMedIn.com.
You
agree to keep confidential and secure any username or password used
to access your User Account.
You
warrant that all information provided to SocMedIn.com in the setup
of your User Account is true and correct in every detail.
All
users of the Services must be 18 years of age or older. By creating
a User Account, you represent and warrant to SocMedIn.com that you
are 18 years of age or older and you can form legally binding
agreements under applicable law. You may however permit minors under
18 years of age to use your User Account on your behalf provided
that you are their parent or legal guardian, and provided that their
use of your User Account occurs under your supervision at all times.
If you do permit a minor to use your User Account in accordance with
the forgoing then you agree that you are responsible for their
actions, omissions or negligence and you indemnify SocMedIn.com
against any loss, cost, expense or damage it may suffer as a result
of the same.
You
agree to only maintain one User Account in relation to your use of
the Services and SocMedIn.com.
You
agree to provide SocMedIn.com with all identification documents
(including copies of passports and drivers licences) which
SocMedIn.com requests from you from time to time for the purposes of
verifying your identity.
You
agree to receive email communications from SocMedIn.com for
commercial purposes. You are able to opt out of these emails later
if you wish.
11.2
Use of Your User Account and SocMedIn.com
You
agree that you will only use your User Account and SocMedIn.com for
the purposes of using the Services and for no other purpose. In
particular, in using your User Account and accessing SocMedIn.com,
you will not:
breach
the Rules;
resell
or sublicense the use of SocMedIn.com or your User Account to any
other person;
use
your User Account in a fraudulent or illegal manner, or email or
send any materials from your User Account which are offensive,
unlawful, harassing, libellous, defamatory, abusive, threatening,
harmful, vulgar, obscene or otherwise objectionable;
use
your User Account to stalk or harass another person;
use
your User Account to impersonate any person in any way whatsoever;
use
your User Account to infringe the copyright, trademark, patent or
other Intellectual Property Rights of any person;
use
your User Account for sending advertising, chain letters, junk mail,
"spamming" or any other type of unsolicited email;
forge
or alter the header or address information contained in any email or
communication which you send from your User Account or in relation
to the Services;
use
your User Account to send or deliver viruses, spyware, malware or
other harmful, disruptive, or destructive files;
use
your User Account in such a way which damages SocMedIn.com or denies
access to SocMedIn.com to other users of SocMedIn.com;
intentionally
or recklessly use your User Account in a way that degrades the
performance of SocMedIn.com for other users; and
cancel
an Auction or Classified initiated by you (including any
cancellation as a result of a termination of this Agreement) for the
purpose of contracting separately with a Buyer you meet through
SocMedIn.com which results in you avoiding paying SocMedIn.com any
Fees (including a Success Fee). In these circumstances, without
limiting SocMedIn.com remedies against you, SocMedIn.com may recover
its lost Fees from you by suspending your User Account and/or
deducting its loss from any SocMedIn.com Balance Credits in your
User Account.
12.
Limitation of Liability and Implied Terms
12.1
You
acknowledge that SocMedIn.com and its Third Party Providers have made
no warranties that the Services will be continuous or error free.
12.2
Not
used.
12.3
You
acknowledge and agree that SocMedIn.com and its Third Party Providers
shall have no liability or responsibility to you whatsoever for any
unauthorised withdrawals or unauthorised spend of your SocMedIn.com
Balance Credits, including where such withdrawal or spend arises
from:
12.4
You
acknowledge and agree that SocMedIn.com and its Third Party Providers
have not made and will not make any express or implied warranties in
relation to the Services or any other goods or services provided by
SocMedIn.com under this Agreement, other than those warranties
expressly contained in this Agreement. Subject to clauses 12.7 and
12.8, any term that would be implied into this Agreement, including
without limitation any condition or warranty, is hereby excluded.
12.5
Subject
to clauses 12.7 and 12.8, you agree that SocMedIn.com and its
Third Party Providers will not be liable in respect of any claim by
you (whether contractual, tortious, statutory or otherwise) for any
direct, special, incidental, indirect or consequential loss or
damages or injury including, but not limited to, any loss of profits,
contracts, revenue or data arising out of or in connection with the
provision of the Services or the provision of any other goods or
services under this Agreement and whether or not as a result of any
breach or default by, or any negligence of, SocMedIn.com or its Third
Party Providers.
12.6
The
maximum aggregate liability of SocMedIn.com under this Agreement for
any and all breaches of this Agreement and for any negligent or other
act or omission in relation to this Agreement, will not exceed the
amount of the Fees paid by you to SocMedIn.com.
12.7
If
the Trade Practices Act 1974 (Cth) (or analogous legislation) applies
to this Agreement and permits the limitation of liability for breach
of warranty implied by legislation, the liability of SocMedIn.com is
limited, at the option of SocMedIn.com, to:
12.8
Any
of the terms and conditions of this Agreement which limit or exclude
any term, condition or warranty, express or implied, or the liability
of SocMedIn.com will apply to the extent permitted by law and will
not be construed as excluding, qualifying or limiting your statutory
rights or remedies arising by virtue of the breach of any implied
term of this Agreement where such exclusion, qualification or
limitation would be prohibited by legislation.
13.
Indemnity
You
indemnify SocMedIn.com, its agents, officers, employees, and Third
Party Providers ("Indemnified") against any loss, cost,
expense or damage (including legal costs on a full indemnity basis)
which any of the Indemnified suffer or incur as a direct or indirect
result of:
any
breach by you of any representation, warranty or term of this
Agreement;
any
acts or omissions by you which are described in clause 7.1;
any
breach by you of your obligations to a third party, including
another Seller or Buyer;
any
infringement by you of the rights of a third party including
Intellectual Property Rights; and
any
legal proceedings threatened or initiated against SocMedIn.com by a
third party as a result of the events described in clause 13(a) to
(d) above.
14.
Intellectual Property
14.1
You
acknowledge that SocMedIn.com is the owner of all Intellectual
Property Rights which subsist in your User Account and SocMedIn.com
(but not your Digital Asset). You acknowledge that you have no
Intellectual Property Rights in your User Account or in SocMedIn.com.
14.2
You
acknowledge that the obligations of Sellers and Buyers in relation to
the transfer of the Intellectual Property Rights in a Digital Asset
from a Seller to a Buyer will be set out in the Sale Agreement.
14.3
Each
Seller warrants to SocMedIn.com that its Digital Asset and its
Listing at all times will not infringe the Intellectual Property
Rights of a third party.
14.4
You
acknowledge and agree that SocMedIn.com will not be liable or
responsible for any breach by a Buyer or Seller of any Intellectual
Property Rights or other rights held by a third party in relation to
the supply or purchase of a Digital Asset or in relation to a
Listing.
14.5
You
hereby grant SocMedIn.com a royalty free, irrevocable, worldwide,
perpetual licence to display and use the contents of your Listing on
SocMedIn.com, including any excerpts from your Digital Asset which
are contained in your Listing.
15. Force
Majeure
15.1
You
agree that SocMedIn.com and its Third Party Providers will not be
liable or responsible for any failure in, or delay to, the provision
of the Services or in SocMedIn.com complying with its obligations
under this Agreement, where such failure or delay has arisen or is
anticipated to arise as a direct or indirect result of:
fire,
earthquake, storm, flood, hurricane, inclement weather or other act
of God, war, terrorism, explosion, sabotage, industrial accident or
an industrial strike;
denial
of service attacks, telecommunications failure, hardware failure or
the failure of software provided by a third party to function in
accordance with its specifications;
a
significant demand is placed on SocMedIn.com`s services which is
above the usual level of demand and which results in a failure of
SocMedIn.com`s software and hardware to function correctly;
the
failure of any third party (including without limitation, any bank
or other financial organisation) to fulfil any obligations to
SocMedIn.com; or
any
other circumstances or events which are beyond the reasonable
control of SocMedIn.com or the Third Party Provider (as the case may
be).
16.
Miscellaneous
16.1
SocMedIn.com
may amend the terms and conditions of this Agreement at any time.
Such amendments will take effect from the date of their notification
to you ("Amendment Date"). You agree that without limiting
the ways in which it may be bound by such amendments, you will be
deemed to have agreed to such amendments by making use of or
accessing your User Account or SocMedIn.com after the Amendment Date.
16.2
Unless
otherwise requested in writing by you, SocMedIn.com may use your
corporate identity (if applicable) as part of promoting the Services
and SocMedIn.com in the market place.
16.3
Any
notice given under this Agreement must be in writing and must be
signed by the party or its agent giving the notice. A notice is taken
to be received:
in
the case of a notice delivered by hand, when so delivered;
in
the case of a notice sent by pre paid post, on the third day
after the date of posting;
in
the case of a notice sent by facsimile, upon the receipt by the
sender of a transmission report from the despatching facsimile
machine which confirms that the facsimile has been successfully
sent; or
in
the case of a notice sent by email, upon the receipt by the sender
of a confirmation from the recipient or the recipient`s email server
that the email has been received by the recipient.
16.4
This
Agreement supersedes all prior representations, arrangements,
understandings and agreements between the parties relating to the
subject matter of this Agreement and sets forth the entire and
exclusive agreement and understanding between the parties relating to
the subject matter of this Agreement.
16.5
A
provision of or a right created under this Agreement may not be
waived except in writing signed by the party or parties to be bound
by the waiver. No single or partial exercise by any party of any
right, power or remedy under this Agreement will preclude any other
or further exercise of that or any other right, power or remedy. The
rights, powers or remedies provided in this Agreement are cumulative
with and not exclusive of any rights, powers or remedies provided
independently of this Agreement.
16.6
If
any provision of this Agreement is judged invalid or unenforceable
for any reason whatsoever by a court of competent jurisdiction, such
invalidity or unenforceability (unless deletion of such provision
would materially adversely affect one of the parties) will not affect
the operation or interpretation of any other provision of this
Agreement to the intent that the invalid or unenforceable provision
will be treated as severed from this Agreement.
16.7
SocMedIn.com
may assign its rights and novate or transfer obligations which arise
under this Agreement. You must not assign, novate or otherwise
transfer your rights or obligations under this Agreement without the
prior written consent of SocMedIn.com (which may be withheld).
16.8
The
parties acknowledge and agree that no rule of construction applies to
the disadvantage of a party because that party was responsible for
the preparation of this Agreement or part of it.
16.9
This
agreement is governed by, and must be construed in accordance with,
the laws of the State of Delaware, USA and the parties irrevocably
submit to the exclusive jurisdiction of the courts of the State of
Delaware, USA and their Courts of Appeal.
17.
Listing Rules
17.1
Listing Rules
SocMedIn.com
offers different types of listings, all of them follow these general
rules:
All
listings are active for 30, 90 or 365 days.
Identical
listings can not be posted multiple times until the old listing
expires or is deleted by the Seller.
All
listings are confidential and require Buyer to get in touch with
Seller privately, using SocMedIn.com messaging system.
You
agree that SocMedIn.com can terminate any listing at any time for
any reason.
17.2
Description Guidelines
Description
should explain what your brand page is about, when it was created,
who your audience is, etc.
When
creating multiple listings, description should be unique for each of
your listings. no copy paste
Do
not include contact information in description. buyers will message
you through SocMedIn.com website.
You
agree that we can terminate your listing for not following
description guidelines at any time.
SocMedIn.com
Terms of Escrow
These
Terms of Escrow ("Terms of Escrow" or "Agreement")
shall serve as an agreement that sets forth the terms and conditions
which will govern your use and participation in the transaction
management and escrow services provided on and through SocMedIn.com
(the "Services"). By selecting to utilize the Services you
shall have also indicated your acceptance of these Terms of Escrow
and your intent and agreement to be bound by them. If you are
unwilling to agree to these Terms of Escrow, you shall discontinue
further use of the Services. If you agree to these Terms of Escrow,
you will be bound as follows:
Definitions
- "Account" means (i) an account of a Buyer from which
payment for the Transaction and related fees will be obtained, (ii)
an account of a Seller to which payment for the Transaction and
other payments will be credited. ”Agreement" refers to this
Agreement, the then current operating rules contained on the Site
and the Transaction Escrow Instructions. "Escrow Detail
Screens" means those screens on the Site where Users provide
all requested information in connection with a Transaction. "Escrow
Instructions" or "General Instructions" means the
document on the Site that contains the terms agreed upon on the
Escrow Detail Screens, as well as the other terms and conditions of
the escrow transaction including these Terms of Escrow. "User"
means Buyer(s), and Seller(s) participating in a Transaction. "Site"
refers to the website for the Services which can be found at
www.SocMedIn.com. Capitalized terms not defined herein shall have
the same meaning as set forth in the General Escrow Instructions.
Description
of the Service - The Services are Internet-based transaction
management services performed by SocMedIn.com and escrow services
provided by SocMedIn.com, Inc., a Delaware corporation “IES,”
acts as escrow agent in a Transaction, which Services are intended
to facilitate the completion of the underlying transaction under the
terms of this Agreement, the Site and the applicable Transaction
Escrow Instructions.
Limits
on the Services - The Services are only available for lawful items
and items not otherwise excluded by Section 4 below. Limitations on
the Services may apply and can be found on the Site or in the
General Escrow Instructions or Transaction Escrow Instructions. Only
registered Users may use the Services. In order to register, you
must supply all information required on the Site. Applicable state
or federal laws and regulations may further limit the Services.
Prohibited
Transactions - Users shall not utilize the Site or the Services in
connection with any Transaction that is illegal or involves any
illegal items, or is for any illegal purpose; involves any obscene
material; involves any munitions or firearm; involves pirated
software, DVD or videos or item(s) otherwise infringing copyrighted
works; involves illegal drugs or controlled substances; involves
real property or any interest in real property, the sale or transfer
of liquor licenses, the sale of a business (bulk sale), the transfer
of title to a business entity, fund or joint control escrows, mobile
homes or manufactured homes or the refinancing of either,
reservation deposits of any kind, or promissory notes, mortgages or
deeds of trust; or involves transactions directly or indirectly
involving persons (individuals or entities) with whom U.S. persons
are prohibited from engaging pursuant to sanctions and export
controls administered by the Departments of Treasury, Commerce and
State.; or involves transactions directly or indirectly involving
persons (individuals or entities) with whom U.S. persons are
prohibited from engaging pursuant to laws and regulations
administered by the Departments of Treasury, Commerce and State. In
addition, SocMedIn.com, in its sole discretion, may refuse to
complete any Transaction that SocMedIn.com has reason to believe is
unauthorized or made by someone other than you, may violate any law,
rule or regulation, or if SocMedIn.com has reasonable cause not to
honor it. Each User agrees to indemnify and hold SocMedIn.com
harmless for losses resulting from any use or attempted use of the
Services in violation of this Agreement.
Rejection
of Payment - Since the use of a bank account, credit card or debit
card account, or the making of an electronic funds transfer may be
limited by your agreement with your financial institution and/or by
applicable law, SocMedIn.com is not liable to any User if
SocMedIn.com does not complete a Transaction as a result of any such
limit, or if a financial institution fails to honor any credit or
debit to or from an Account. SocMedIn.com may post operating rules
related to payment on the Site and change such rules from time to
time.
General
Conditions of Use - If you arrive at the Site through entities
linked and/or integrated with SocMedIn.com or otherwise by or
through a third party (e.g., an auction, exchange, or Internet-based
intermediary that hosts electronic marketplaces and mediates
transactions among businesses), then you authorize such third party
to transfer relevant data to SocMedIn.com to facilitate the
Transaction. You represent and warrant that all information you
provide to SocMedIn.com or to such third party will be true,
accurate and complete. The party entering into this Agreement on
behalf of any User represents and warrants that he/she is authorized
to do so and to bind the User and is a natural person of at least
eighteen (18) years of age. In order to initiate and commence a
Transaction, all Users to a Transaction must register at the Site,
agree to all terms in the General Escrow Instructions and agree to
the Transaction Escrow Instructions.
Obligations
of Sellers - On the Escrow Detail Screens, each Seller to a
Transaction must designate an Account to which payment for the
Transaction will be made. Each Seller authorizes IES and its
authorized agents to initiate credit entries to such Seller's
Account for payment of the purchase price, or applicable balance
due, and to debit Seller's Account to discharge Seller's
obligations. Each Seller in a Transaction shall deliver the items
set forth in Escrow Detail Screens directly to the Buyer (or
Buyers), at the address specified by such Buyer as shown on the
SocMedIn.com website and on the terms and conditions set forth in
the Transaction Escrow Instructions and General Escrow Instructions.
Seller shall use a delivery service that provides a confirmation of
delivery and Seller shall provide SocMedIn.com with a tracking or
reference number for the shipment of the goods. Seller gives
SocMedIn.com permission to act as its agent in communicating with
the shipping company regarding the notice of the delivery of the
goods. In the event SocMedIn.com does not receive notice of shipment
from Seller within ten (10) calendar days of notification from
SocMedIn.com's notice to Seller to ship the items, Seller authorizes
SocMedIn.com to return the escrowed funds (excluding SocMedIn.com
fees) to Buyer. In the event of a return of the items by Buyer,
Seller shall notify SocMedIn.com of the receipt of the returned
items. Upon receipt of such notice from Seller, the Seller's five
(5) day inspection period shall commence. In the event Seller
accepts the returned items within the inspection period or fails to
act within the inspection period, SocMedIn.com shall remit the
escrowed funds (excluding SocMedIn.com fees) to Buyer. If Seller
notifies SocMedIn.com of its non-acceptance of any returned items
within the Seller's inspection period, then SocMedIn.com will retain
the escrow funds pending resolution of the dispute or take other
action as authorized. Notwithstanding anything to the contrary
above, if all Users to a Transaction agree on the Escrow Detail
Screens that there is no shipping required, then no party hereto
will have any obligation under this Agreement with respect to
shipping.
Obligations
of Buyers - On the Escrow Detail Screens, Buyer must designate a
payment mechanism and an Account from which the purchase price and
related fees (unless such fees are to be paid by Seller) will be
obtained for the deposit into escrow. Depending on the amount of the
Transaction and the currency selected for the Transaction, Buyer may
remit the necessary funds via various methods, which may include
corporate credit card, charge card, debit card or purchasing card,
check (cheque), cashier's check, money order, or wire transfer. In
the case of wire transfers, Buyer will initiate the wire to an
account designated by SocMedIn.com on or before the date set forth
in the Escrow Detail Screens. Regardless of the payment method,
Buyer authorizes SocMedIn.com and SocMedIn.com authorized agents to
initiate credit or debit transactions, as applicable, to obtain the
purchase price and fees due for a Transaction and to initiate any
debit or credit entries or reversals, as the case may be, as may be
necessary to correct any error in a payment or transfer and to
discharge Buyer's obligations under Section 22 of this Agreement.
SocMedIn.com will deposit funds received from Buyer into an escrow
trust account maintained by SocMedIn.com (the "Escrow
Account"). Unless otherwise requested as specified in the
following sentence, escrowed deposits do not earn interest for Buyer
or Seller. If you anticipate an extended closing of the Transaction,
then you may request and approve an instruction to have SocMedIn.com
place Buyer's funds into an interest bearing account for the benefit
of Buyer or Seller. If interest is to accrue to the benefit of the
Seller, then both Buyer and Seller must request and approve the
establishment of the interest bearing account. If this request is
made, then SocMedIn.com will charge the account of the party to whom
the interest accrues an additional nonrefundable service charge of
$100.00, which must be paid in advance.
Our
Responsibilities - SocMedIn.com is obligated to perform only those
duties expressly described in this Agreement and the General Escrow
Instructions. SocMedIn.com shall not be liable for any error in
judgment, for any act taken or not taken, or for any mistake of fact
or law, except for gross negligence or willful misconduct (subject
to the limitations in Section 17 below). SocMedIn.com may rely upon
any notice, demand, request, letter, certificate, agreement or any
other document which purports to have been transmitted or signed by
or on behalf of a User indicated as the sender or signatory thereof
and shall have no duty to make any inquiry or investigation. In the
event that SocMedIn.com is uncertain as to SocMedIn.com duties or
rights under this Agreement, receives any instruction, demand or
notice from any User or financial institution which, in
SocMedIn.com's opinion, is in conflict with any of the provisions of
this Agreement, or any dispute arises with respect to this Agreement
or the Escrowed Funds, SocMedIn.com may (i) consult with counsel of
our choice (including our own attorneys) and any actions taken or
not taken based upon advice of counsel shall be deemed consented to
by you, or (ii) refrain from taking any action other than to retain
the funds in escrow for delivery in accordance with the written
agreement of the Users, the final decision or award of an arbitrator
pursuant to an arbitration commenced and conducted in accordance
with the General Escrow Instructions or a final, non-appealable
judgment of a court of competent jurisdiction, or (iii) discharge
our duties under this Agreement by depositing all funds by
interpleader action with a court of competent jurisdiction in
accordance with the procedures outlined in the General Escrow
Instructions.
Buyer
shall notify SocMedIn.com of the receipt or non-receipt of the items
on the date the merchandise is received or the Buyer Inspection
Period is started. Buyer shall notify SocMedIn.com of the Buyer's
acceptance or rejection of the items before the Buyer's Inspection
Period expires. Upon receipt of notice from Buyer that the items have
been received and accepted, SocMedIn.com shall transfer the payment
amount (less any amount payable to SocMedIn.com for SocMedIn.com
fees) to Seller's Account. Transfer to a Seller generally will be
initiated within the next business day from the day on which notice
of acceptance of the items is received from the Buyer. If Buyer has
not notified SocMedIn.com of the non-receipt or rejection of the
items during the Buyer's Inspection Period, then Buyer authorizes
SocMedIn.com to remit the escrowed funds (excluding SocMedIn.com
fees) to the Seller. Buyer shall follow the procedures set forth on
the Site in the event the items are rejected.
SocMedIn.com
may, at any time, give notice of SocMedIn.com's intent to resign as
Escrow Agent. If, within ten (10) days of such notice, SocMedIn.com
has not received notice from all Users in a Transaction that they
have designated a substitute escrow agent (which notice shall
identify the substitute escrow agent), SocMedIn.com may discharge
SocMedIn.com duties under this Agreement by depositing all escrowed
funds with a court of competent jurisdiction. If an alternate Escrow
Agent is so designated, SocMedIn.com shall be discharged from
SocMedIn.com duties under this Agreement, the General Escrow
Instructions and the Transaction Escrow Instructions by delivering
all escrowed funds to such person or entity. Upon payment of the
escrow funds pursuant to this Agreement, SocMedIn.com shall be fully
released from any and all liability and obligations with respect to
the escrow funds and the Transaction.
Canceling
a Transaction - If a Transaction cannot be completed for any reason,
including cancellation by SocMedIn.com for any reason, SocMedIn.com
will notify each User in such Transaction by e-mail, to the e-mail
address each has provided to SocMedIn.com. In SocMedIn.com's sole
discretion, SocMedIn.com may cancel any Transaction if each User to
a Transaction fails to agree on the terms as required in the
Transaction Details Screens by clicking the "Agree" button
as requested on the Site. You may cancel a Transaction as provided
in this Agreement, on the General Escrow Instructions or in the
Transaction Escrow Instructions.
Questions
about the Services - You may inquire about payments made through the
Service by calling the toll-free number that appears on the Site or
by filling out the customer service form. If you believe an error
has been made or there has been any unauthorized use of your Account
or the Services, you agree to call or send an e-mail as soon as
possible, but no later than forty-eight hours after you became aware
of an error. When you contact SocMedIn.com, please be prepared to
provide your name, SocMedIn.com reference number and your email
address you have registered on the SocMedIn.com site.
Statements,
Verification - You agree that all disclosures and communications
regarding this Agreement and the Service shall be made by e-mail or
on the Site, unless the parties make other arrangements as set forth
in the General Escrow Instructions.
Digital
Identification - You understand and agree that SocMedIn.com will
create, issue, and verify a digital identification (a "Digital
ID") for each User. This Digital ID is attached to each
accepted electronic document and notification e-mails. You agree
that your Digital ID is a valid "Electronic Signature."
Please review the General Escrow Instructions for more information
about SocMedIn.com's use of the Digital ID.
Fees
- Unless otherwise agreed upon by each User in the Transaction,
Buyer agrees to pay the fees for the Services that are disclosed on
the Site at the time the completed Transaction Escrow Instructions
are agreed to by all such Users, as well as any other fees,
including, without limitation, third party service fees (e.g.,
shipping, appraisal, inspection, etc.). Once paid, SocMedIn.com fees
are nonrefundable. SocMedIn.com fees may change from time to time in
SocMedIn.com's absolute and sole discretion. SocMedIn.com is not
responsible for payment of any sales, use, personal property or
other governmental tax or levy imposed on any items purchased or
sold through the Services or otherwise arising from the Transaction.
Security
- SocMedIn.com uses secure sockets layer ("SSL"), a
security protocol that provides data encryption, server
authentication, and message integrity for connections to the
Internet to ensure that the data you provide SocMedIn.com is not
transmitted over the Internet unencrypted and cannot be viewed by
unauthorized individuals. SocMedIn.com has also implemented a
security system requiring a user ID and a password to access your
transactions on the Site. You agree not to give your password to any
other person or entity and to protect it from being used or
discovered by anyone else.
Disclaimers
- You expressly agree that your use of the Services is at your sole
risk. The Services are provided on a strictly "as is" and
"as available" basis. SocMedIn.com MAKES NO WARRANTY WITH
REGARD TO THE UNDERLYING TRANSACTION, ANY ITEMS OBTAINED BY YOU
THROUGH THE USE OF THE SITE OR THE SERVICES, THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE SITE WILL BE
UNINTERRUPTED, TIMELY, OR ERROR FREE.
SocMedIn.com
expressly disclaims any and all express and implied warranties,
including, but not limited to, the implied warranties of
merchantability, fitness for a particular purpose and
non-infringement. SocMedIn.com shall not be liable or responsible for
those guarantees, warranties and representations, if any, offered by
any Seller of items. No advice or information, whether oral or
written, obtained by you from SocMedIn.com or through the Services
shall create any warranty not expressly made herein.
You
acknowledge and agree that SocMedIn.com does not endorse the website
of any third party, or assume responsibility or liability for the
accuracy of any material contained therein, or any infringement of
third party intellectual property rights arising therefrom, or any
fraud or other crime facilitated thereby. In no event will
SocMedIn.com be liable for any act or omission of any third party,
including, but not limited to, your financial institution, any
payment system, any third party service provider, any provider of
telecommunications services, Internet access or computer equipment or
software, any mail or delivery service or any payment or clearing
house system or for any circumstances beyond SocMedIn.com's control
(including but not limited to, fire, flood or other natural disaster,
war, riot, strike, terrorism, act of civil or military authority,
equipment failure, computer virus, infiltration or hacking by a third
party, or failure or interruption of electrical, telecommunications
or other utility services).
Limitation
of Liability - TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
SocMedIn.com NOR ITS AFFILIATES, SHALL BE LIABLE FOR ANY DAMAGES,
WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL,
RELATING TO YOUR USE OF THE SITE OR THE SERVICES OR YOUR INABILITY
TO USE THE SITE OR THE SERVICES.
Termination
of Services - SocMedIn.com may suspend or terminate your use of the
Services at any time, without notice for any reason, in
SocMedIn.com's sole discretion. Except as warranted by risk to the
security, privacy or integrity of the Services, SocMedIn.com will
attempt to provide you with prior notice of the suspension or
termination of the Services by sending you an e-mail, but
SocMedIn.com is not obligated to do so. You shall remain liable for
all Transactions you initiate through the Services prior to such
termination, and the performance of your obligations, including but
not limited to, the delivery of the items and the payment of all
amounts you owe prior to termination or discontinuation of your use
of the Services. You agree to pay all costs and expenses (including
reasonable attorneys' fees) that SocMedIn.com may incur in order to
(a) collect any amounts you owe under this Agreement, the General
Escrow Instructions, or the Transaction Escrow Instructions or (b)
to initiate an arbitration or judicial proceeding to resolve a
dispute between Buyer and Seller, as set forth in the General Escrow
Instructions.
Non-Transferability
of the Services - You may not assign this Agreement or the Escrow
Instructions to any other person or entity. Your right to use the
Services shall not be sold or transferred to any other person or
entity without the prior written consent of SocMedIn.com.
SocMedIn.com may assign this Agreement upon notice to you. Any
assignment or transfer in violation of this provision shall be null
and void.
Modifications
- SocMedIn.com reserves the right to change this Agreement, or any
portion of it, at any time, without prior notice, provided that no
such change will apply to a Transaction once the Users to such
Transaction have agreed to the Transaction Escrow Instructions. You
understand that the most recent version of this Agreement will be
located on the Site.
Notices
- Notices from SocMedIn.com to you will be given by e-mail, or by
general posting on the Site. You may contact SocMedIn.com by filling
out the customer support form or such other email address as
SocMedIn.com posts as its address for notice on the Site in the most
recent version of the Terms of Escrow
Indemnification
- You agree to indemnify and hold SocMedIn.com, SocMedIn.com
affiliates and their respective officers, directors, shareholders,
employees and assigns, harmless from any claim, demand, expense or
damage, including reasonable attorneys' fees and court costs,
arising from or relating to your use of the Services or any
violation of this Agreement, the rules contained on the Site or the
Transaction Escrow Instructions, including, without limitation,
payment of SocMedIn.com fees and any charge backs from a card
organization or reversal or nonpayment of any credit or debit entry.
#.
Miscellaneous - In the event of any dispute, claim, question, or
disagreement arising from or relating to, this Agreement or to the
Underlying Transaction, or breach of any of them, you agree to
resolve such dispute in the manner set forth in the General Escrow
Instructions. This Agreement shall be governed by the laws of the
State of Delaware. Any dispute shall be resolved pursuant to the
Dispute Resolution and Governing Law/Venue provisions of the General
Escrow Instructions. This Agreement in conjunction with the General
Escrow Instructions and rules contained on the Site constitutes the
entire agreement between SocMedIn.com and you relating to the subject
matter hereof and supersedes all prior or contemporaneous
understandings, agreements, communications and/or advertising with
respect to such subject matter. If there is a conflict between the
terms and conditions of this Agreement, the rules contained on the
Site, and/or the General Escrow Instructions, then the conflicting
terms set forth in the General Escrow Instructions shall control
first, these Terms of Escrow shall control second and the rules
contained on the Site shall control third. The General Escrow
Instructions are incorporated herein by this reference.
SocMedIn.com's failure to exercise or enforce any right or provision
of this Agreement shall not constitute a waiver of such right or
provision unless acknowledged and agreed to by SocMedIn.com in
writing. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless
remain in full force and effect for so long as the economic or legal
substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party hereto.
SocMedIn.com
may assign this Agreement to any current or future affiliated company
and to any successor in interest. SocMedIn.com also may delegate
certain of SocMedIn.com rights and responsibilities under the
Agreement to independent contractors or other third parties.
If
you are a registered User of the Site, then each time you request the
Services will constitute your agreement to these Terms of Escrow, as
amended from time to time in SocMedIn.com's sole discretion, and
evidence that you have read, understood and accepted the then
applicable Terms of Escrow.