Last Updated: 21/05/2025
Welcome to Socialabs! These Terms and Conditions ("Terms") govern your access to and use of the services, software, platforms, AI systems, and websites (collectively, the "Services") provided by Socialabs ("Socialabs," "we," "us," or "our"). By accessing or using our Services, or by signing a Service Agreement, Exhibit, Order Form, or Statement of Work ("Service Document") that incorporates these Terms by reference, you ("Client," "you," or "your") agree to be bound by these Terms and our Privacy Policy https://www.socialabs.agency/privacy-policy , which is incorporated herein by reference.
1. Definitions
"Agreement": Refers collectively to these Terms, any applicable Service Document signed by both Parties, and our Privacy Policy.
"AI System(s)": Means any artificial intelligence models, platforms, algorithms, software, or technologies developed, licensed, or utilized by Socialabs in providing the Services.
"Client Content": All data, information, text, graphics, logos, branding, customer lists, lead information, and other materials provided, uploaded, or made accessible by Client to Socialabs for the purpose of receiving the Services.
"Company IP": All intellectual property rights owned by or licensed to Socialabs, including but not limited to the AI Systems, our platforms, software, proprietary methodologies, know-how, documentation, trademarks, service marks, and any pre-existing materials or generic tools used or developed by Socialabs.
"Deliverables": The specific, tangible outputs or results to be provided by Socialabs to Client as described in an applicable Service Document.
"Developed Materials": Any materials, systems, software, content, or other intellectual property specifically created or developed by Socialabs for Client as part of the Services under a Service Document, the ownership of which will be specified in the Service Document or, if not specified, as per Section 7 (Intellectual Property).
"Leads": Any prospective customer contact information or inquiries generated, identified, or processed by Socialabs specifically for Client as a direct result of the Services.
"Services": The specific services to be provided by Socialabs to Client as described in the applicable Service Document, which may include but are not limited to AI-powered system development and implementation, lead conversion, workflow automation, creator brand development, digital product creation, marketing services, and ongoing support.
2. Provision and Use of Services
2.1. Scope of Services: Socialabs will provide the Services as described in the applicable Service Document.
2.2. Client Account: Client may need to register for an account to access certain Services. Client is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account.
2.3. Modifications to Services: Socialabs reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to Client where practicable, provided that such changes do not materially diminish the functionality of Services for which Client has already paid.
2.4. Subcontractors: Socialabs may use subcontractors to perform some or all of the Services, provided Socialabs remains responsible for the performance of its obligations under the Agreement.
3. Client Obligations and Responsibilities
3.1. Cooperation: Client will cooperate reasonably with Socialabs and provide timely access to necessary Client Content, personnel, systems, and information required for Socialabs to perform the Services.
3.2. Client Content: Client is solely responsible for the accuracy, quality, legality, and integrity of Client Content. Client represents and warrants that it has all necessary rights, licenses, and consents to provide Client Content to Socialabs and for Socialabs to use Client Content as contemplated by the Agreement.
3.3. Compliance with Laws: Client will use the Services in compliance with all applicable local, state, national, and international laws, rules, and regulations, including but not limited to those related to data privacy (e.g., GDPR, CCPA), marketing communications (e.g., TCPA, CAN-SPAM), intellectual property, and export control. Client is solely responsible for obtaining all necessary consents from its end-users or Customers for the collection, processing, and use of their data in connection with the Services, including any communications initiated by or through the AI Systems.
3.4. Acceptable Use: Client shall not (and shall not permit any third party to):(a) Use the Services for any illegal, harmful, fraudulent, infringing, or offensive purposes.
(b) Interfere with or disrupt the integrity or performance of the Services or Company IP.
(c) Attempt to gain unauthorized access to the Services or their related systems or networks.
(d) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any Company IP, except as permitted by applicable law.
(e) Use the Services to build a competitive product or service.
(f) Introduce any viruses, worms, Trojan horses, or other malicious code into the Services.
(g) Use the AI Systems to generate content that is discriminatory, harassing, defamatory, or promotes violence or illegal activities.3.5. Equipment and Connectivity: Client is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, software, operating systems, networking, web servers, and internet service.
4. Fees, Payment, and Taxes
4.1. Fees: Client will pay Socialabs the fees for the Services as set forth in the applicable Service Document ("Fees").
4.2. Payment Terms: Unless otherwise specified in a Service Document, Fees are due within 15 days of the invoice date. All payments shall be made in U.S. Dollars.
4.3. Late Payments: Overdue undisputed Fees will be a cause for contract termination. Socialabs may suspend access to the Services if undisputed Fees are overdue by more than 30 days.
4.4. Taxes: Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities (collectively "Taxes"). Client is responsible for paying all Taxes associated with its purchases hereunder, excluding only taxes based on Socialabs' net income.
4.5. Fee Disputes: Client must notify Socialabs in writing of any disputed Fees within 15 days of the invoice date. The parties will work together in good faith to resolve any disputed amounts.
5. Term and Termination
5.1. Term: The term of the Agreement will commence on the Effective Date specified in the initial Service Document and will continue as specified therein or, if a Service Document describes recurring services without a fixed term, it will continue on a month-to-month basis until terminated as provided herein.
5.2. Termination for Convenience: If Services are provided on a month-to-month basis, either Party may terminate the applicable Service Document or this Agreement for convenience upon 30 days prior written notice to the other Party. Termination terms for fixed-term Service Documents will be as specified in such documents.
5.3. Termination for Cause: Either Party may terminate the Agreement or an applicable Service Document immediately upon written notice of the other Party:(a) Materially breaches any provision of the Agreement and fails to cure such breach within 30 days of receiving written notice thereof; or(b) Becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
5.4. Effect of Termination: Upon termination or expiration:(a) Client will pay any outstanding undisputed Fees due for Services rendered up to the effective date of termination.
(b) All rights and licenses granted to Client under the terminated Service Document(s) will immediately cease.
(c) Each Party will promptly return or, at the disclosing Party's request, securely destroy all confidential information of the other Party.
(d) Socialabs will make Client Content available for export or download for a period of 15 days following termination, after which Socialabs may delete such Client Content.
5.5. Survival: Sections 1, 4 (for unpaid Fees), 5.4, 5.5, 6, 7, 8, 9, 10, 11, and 12 will survive any termination or expiration of this Agreement.
6. Confidentiality
6.1. Definition: "Confidential Information" means all information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client Content and Leads generated exclusively for Client are considered Client's Confidential Information. Company IP and the terms of any Service Document are considered Socialabs' confidential Information.
6.2. Obligations: The Recipient will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Discloser in writing, limit access to Confidential Information of the Discloser to those of its and its affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Recipient containing protections no less stringent than those herein.
6.3. Exclusions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Discloser; (b) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (c) is received from a third party without breach of any obligation owed to the Discloser; or (d) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
6.4. Compelled Disclosure: The Recipient may disclose Confidential Information of the Discloser if it is compelled by law to do so, provided the Recipient gives the Discloser prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.
7. Intellectual Property Rights
7.1. Company IP: Socialabs and its licensors own and will retain all right, title, and interest in and to the Company IP. No rights are granted to Client hereunder other than as expressly set forth herein or in a Service Document. Client will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any Company IP or Services.
7.2. Client Content: Client owns and will retain all right, title, and interest in and to Client Content. Client grants Socialabs a worldwide, non-exclusive, royalty-free, sublicensable (to the extent necessary to provide the Services, e.g., to subcontractors or third-party platform providers) license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, and distribute Client Content solely for the purpose of providing, maintaining, and improving the Services for Client.
7.3. Developed Materials:(a) Unless otherwise expressly agreed in a Service Document, Client will own all right, title, and interest in and to any Developed Materials specifically created by Socialabs for Client and paid for by Client under a Service Document, subject to Socialabs' underlying rights in any pre-existing Company IP incorporated therein.
(b) Notwithstanding the foregoing, Socialabs retains ownership of all Company IP, including any generic tools, AI models, frameworks, code, or methodologies that Socialabs develops or uses in the course of creating Developed Materials, even if incorporated into such Developed Materials. If Company IP is incorporated into Developed Materials owned by Client, Socialabs grants Client a non-exclusive, perpetual, worldwide, royalty-free, non-transferable (except in connection with a permitted assignment of the Agreement) license to use such incorporated Company IP solely as part of the Developed Materials for Client's internal business purposes as contemplated by the Services.
7.4. Feedback: If Client provides Socialabs with any suggestions, ideas, improvements, or other feedback regarding the Services or Company IP ("Feedback"), Client grants Socialabs a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback for any purpose, without attribution or compensation to Client.
7.5. Lead Exclusivity: All Leads generated by Socialabs specifically for Client as a direct result of the Services are the exclusive property of Client and are Client's Confidential Information. Socialabs will not use such Client-exclusive Leads for its own commercial benefit or for any third party, nor sell, trade, or disclose them, except as required to provide Services to Client or as required by law.
8. Data Privacy and Security
8.1. Privacy Policy: Socialabs' collection and use of personal information in connection with the Services are described in our Privacy Policy, available at https://www.socialabs.agency/privacy-policy.
8.2. Data Processing: To the extent Socialabs processes personal data on behalf of Client subject to data protection laws like GDPR or CCPA, the Parties agree to enter into a Data Processing Addendum ("DPA") if required, which will govern such processing.
8.3. Security: Socialabs will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Content. However, Client acknowledges that no security measures are perfect or impenetrable.
9. Warranties and Disclaimers
9.1. Mutual Warranties: Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
9.2. Socialabs Warranties: Socialabs warrants that it will perform the Services in a professional and workmanlike manner. Client's sole and exclusive remedy for a breach of this warranty will be, at Socialabs' option, re-performance of the non-conforming Services or a refund of the Fees paid for such non-conforming Services for the period of non-conformance.
9.3. Client Warranties: Client represents and warrants that: (a) it has all necessary rights and consents to provide Client Content and to permit Socialabs to use Client Content as contemplated herein; (b) Client Content and Client's use of the Services will not infringe or violate the rights of any third party or any applicable law; and (c) it will comply with all applicable laws in its use of the Services.
9.4. DISCLAIMERS:(a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, COMPANY IP, AND ANY DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SOCIALABS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) SOCIALABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CLIENT ACKNOWLEDGES THAT THE USE OF AI SYSTEMS INVOLVES INHERENT UNCERTAINTIES AND THE OUTPUTS OF SUCH SYSTEMS MAY NOT ALWAYS BE ACCURATE, COMPLETE, OR APPROPRIATE FOR CLIENT'S SPECIFIC PURPOSES. SOCIALABS IS NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BY CLIENT BASED ON THE OUTPUTS OF THE AI SYSTEMS OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES.
(c) SOCIALABS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUCCESS OF ANY LEAD GENERATION, CONVERSION RATES, SALES, OR OTHER BUSINESS OUTCOMES RESULTING FROM THE USE OF THE SERVICES, AS SUCH OUTCOMES DEPEND ON NUMEROUS FACTORS BEYOND SOCIALABS' REASONABLE CONTROL.
10. Limitation of Liability
10.1. NO INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S (AND ITS SUPPLIERS') TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO SOCIALABS UNDER THE APPLICABLE SERVICE DOCUMENT(S) GIVING RISE TO THE LIABILITY DURING THE [E.G., SIX (6) OR TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
10.3. Exclusions: The limitations in Sections 10.1 and 10.2 will not apply to: (a) a Party's indemnification obligations under Section 11; (b) a Party's breach of its confidentiality obligations under Section 6 (excluding breaches related solely to Client Content where other remedies may apply); (c) Client's payment obligations under Section 4; or (d) liability for fraud, gross negligence, or willful misconduct.
11. Indemnification
11.1. By Socialabs: Socialabs will defend Client against any third-party claim, suit, or proceeding ("Claim") alleging that Client's authorized use of the core Socialabs platform (excluding any Client Content, third-party materials, or Client modifications) infringes such third party's patent, copyright, or trademark rights, and Socialabs will indemnify Client for any damages, attorney fees, and costs finally awarded against Client as a result of, or for amounts paid by Client under a settlement approved by Socialabs in writing of, such a Claim. This obligation does not apply if the Claim arises from: (a) use of the Services in combination with other products, services, or data not provided by Socialabs; (b) Client Content; (c) Client's breach of this Agreement; or (d) modifications to the Services not made by Socialabs. If the Services become, or in Socialabs' opinion are likely to become, the subject of an infringement Claim, Socialabs may, at its option: (i) procure for Client the right to continue using the Services; (ii) replace or modify the Services to be non-infringing; or (iii) if (i) or (ii) are not commercially reasonable, terminate the applicable Service Document and refund any prepaid, unused Fees.
11.2. By Client: Client will defend Socialabs and its officers, directors, employees, and agents against any Claim arising from or relating to: (a) Client Content, including any allegation that Client Content infringes or misappropriates third-party rights or violates any law; (b) Client's use of the Services in breach of this Agreement or applicable law; or (c) any dispute between Client and its Customers or end-users. Client will indemnify Socialabs for any damages, attorney fees, and costs finally awarded against Socialabs as a result of, or for amounts paid by Socialabs under a settlement approved by Client in writing of, such a Claim.
11.3. Procedure: The indemnified Party will promptly notify the indemnifying Party in writing of any Claim, give the indemnifying Party sole control of the defense and settlement of the Claim (provided the indemnifying Party may not settle any Claim unless it unconditionally releases the indemnified Party of all liability), and provide reasonable assistance, at the indemnifying Party's expense.
12. General Provisions
12.1. Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, U.S.A., without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Teton County, Wyoming, for any action arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
12.2. Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Socialabs should be sent to 447 Broadway, 2nd Floor Suite #501, New York, New York 10013, United States. Notices to Client will be sent to the address/email provided in the Service Document or Client's account.
12.3. Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
12.4. No Third-Party Beneficiaries: There are no third-party beneficiaries under this Agreement except as expressly stated herein.
12.5. Assignment: Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Service Documents), without the other Party's consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.
12.6. Waiver: No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
12.7. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.8. Force Majeure: Neither Party will be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Event"), provided the affected Party gives prompt written notice and uses reasonable efforts to resume performance.
12.9. Entire Agreement and Amendment: This Agreement, including all Service Documents and policies incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment, or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Service Document, (2) these Terms, and (3) any other documents incorporated by reference.
12.10. Headings: Headings are for convenience only and do not affect the interpretation of this Agreement.
© 2024 Socialabs
Todos los Derechos Reservados.