Terms and Conditions

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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:
  • May be required to pay an up-front Listing Fee with respect to the listing of the Digital Asset
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:
    • any refund policy in the Rules entitle you to a refund; or
    • SocMedIn.com is required by law or considers that it is required by law to do so.
  • 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:
  • the User Account is terminated or closed; or
  • you otherwise permanently cease using the Services.
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:
  • any of the events described in clause 15; or
  • any unauthorised use or access of your User Account or SocMedIn.com.
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:
  • in the case of goods, any one or more of the following:
    • the replacement of the goods or the supply of equivalent goods;
    • the repair of the goods;
    • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
    • the payment of the cost of having the goods repaired; and
  • in the case of services:
    • the supplying of the services again; or
    • the payment of the cost of having the services supplied again.
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.

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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:
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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).
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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
  6. 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.