Terms & Conditions - Contractor

Terms and Conditions for Socialwyze

  • English

Terms and Conditions

Last updated: August 23, 2021

Please read these terms and conditions (“Terms”) carefully. As discussed below, the Terms have been prepared as a binding agreement between you and Socialwyze, Inc.

IMPORTANT NOTICE: YOUR USE OF THE SERVICE (DEFINED BELOW) IS SUBJECT TO AN ARBITRATION PROVISION OUTLINED BELOW, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Application means the software program provided by the Company downloaded by You on any electronic device, named Socialwyze
  • Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.
  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Account means a unique account created for You to access our Service or parts of our Service.
  • Country refers to: Texas, United States
  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Socialwyze, Inc., 6214 Goliad AVE, Dallas, TX 75214.
  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
  • Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
  • Service refers to the Application or the Website or both.
  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
  • Website refers to Socialwyze, accessible from https://www.socialwyze.com/
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions, then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.


User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third-party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Content

Your Right to Post Content

Our Service allows You to post Content.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use and license the Content and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content to the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the Content that You post to the Service. You expressly understand and agree that You are solely responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness, and all activity that occurs under your account, whether done so by You or any third-party using Your account.

You may not transmit any Content that is, in Our sole discretion, unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

  • Unlawful or promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
  • Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third-party.
  • Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
  • Impersonating any person or entity including the Company and its employees or representatives.
  • Violating the privacy of any third-party.
  • False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third-parties on the Service, You agree to use the Service at Your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your use of any content.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Copyright Policy

Intellectual Property Infringement

With respect to the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of Our copyright agent via email at dmca@socialwyze.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
  • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
  • Your address, telephone number, and email address.
  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via email at dmca@socialwyze.com. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.


Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.


Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.


Indemnification

You agree to hold harmless, indemnify, and defend Company and its affiliates, officers, employees, or agents (“Indemnified Party”) from any and all claims (including any and all damages, expenses, allegations, demands, losses, liabilities, and reasonable attorney’s fees) arising from or relating to (a) Your violation of these Terms, (b) Your use of the Service, (c) the Content that You upload, submit, otherwise to or through the Service, (d) Your access to or use of any third-party websites linked to or from the Service, and (e) any dealings between You and any third-parties relating to the Service.

You will defend, at your expense, Company from any claim, referenced above; provided, however, You will not have the right to obligate Company in any respect in connection with any settlement without the written consent of the Indemnified Party. If You fail to assume your obligation to defend Company, Company may do so to protect their interests and You will reimburse all costs incurred by Company in connection with such defense.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.


"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company’s service providers make any representations or warranties of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.


Governing Law

All matters relating to the Terms or Your access to and use of the Service are governed in all respects by the laws of the State of Texas, excluding its conflict or choice of law rules.


Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company. If You and Company fail to resolve the dispute, You agree that any action at law or in equity arising out of or relating to these Terms or arising out of your use of the Service will be resolved, individually, through binding arbitration in Dallas, Texas pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part, of these Terms is void or voidable. All dispute resolution proceedings will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. Notwithstanding the foregoing, Company may seek any interim or preliminary relief from a court of competent jurisdiction in Dallas County, Texas as necessary to protect the Company’s rights or property pending the completion of arbitration.


For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.


United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.


Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.


Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: support@socialwyze.com

Platform Terms of Service - For Organizations

Last update: July 9, 2021

Socialwyze, Inc., a Delaware public benefit corporation (“Socialwyze”), has developed a software-based platform that allows a company, nonprofit, government or other legal entity (“Organization,” “you,” or “your”) in scheduling contractors who are available as-needed to perform limited, discrete services on an independent contractor basis (each a “Contractor”) for short term assignments. The terms of service set forth below (“Agreement”) govern your acquisition and use of the Socialwyze’s services you have requested (“Services”).

IMPORTANT: BEFORE USING THE SOCIALWYZE PLATFORM, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. BY CLICKING "I AGREE" OR OTHERWISE ELECTRONICALLY ACCEPTING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

The individual clicking the “I Agree” box represents that he/she has the legal authority to bind the Organization to this Agreement. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement and may not use the Services.

1. DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in this Agreement.

1.1 “App” means the mobile applications provided by Socialwyze that enable Organizations and Contractors to access the Platform for the purpose of submitting, seeking, receiving, and/or fulfilling on-demand requests for services.

1.2 Platform Data” means all data related to the access and use of the Platform hereunder, including all data related to Contractors.

1.3 “Opportunity Notice” means a request for work by an Organization wishing to engage a Contractor. Opportunity Notices may include a deadline for accepting the request; a description of the work being requested; the criteria for completing the work (including the date and time (as applicable) by which the work must be completed); compensation to be paid for completing the work (the “Contractor Payment”); and any authorized expenses. You agree that all information you provide to Socialwyze will be accurate, current and truthful to the best of your knowledge.

1.4 “Platform” means the technology platform and software that enables users (including both Contractors and Organizations) of Socialwyze’s web portal and/or the App to create, view, arrange, schedule, and/or submit Opportunity Notices, and request and receive other related services.

2. THE SERVICES

2.1 License Grant. Subject to your compliance with this Agreement, Socialwyze grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable right to access and use the Platform (including installing and using the App on your mobile devices) and any content, information and related materials made available through the Platform, in order to submit Opportunity Notices to schedule Contractors for various short term assignments and manage the work schedules of Contractors.  All rights not expressly granted to you are reserved by Socialwyze, its affiliates, and their respective licensors.

2.2 Opportunity Notices. Organization may submit an Opportunity Notice via the Platform. Each such Opportunity Notice may be posted on the Platform (including on the App or web portal) and/or sent to Contractors.  Once the Organization has been matched with a Contractor and have agreed upon the terms of an Opportunity Notice, the Opportunity Notice will become an engagement (“Engagement”).  

2.3 Tracking Work Performed. In order to measure the work facilitated by the Platform, if Organization posts an Opportunity Notice, you agree to submit information requested by Socialwyze through the Platform about the work performed by the Contractor(s) (e.g., five trees planted). 

2.4 Accounts. In order to use most aspects of the Services, you must register for and maintain an active account in the Platform (“Account”). Account registration requires you to submit to Socialwyze certain information, such as your name, company name, street address, email address, and phone number.  You agree to maintain accurate, complete, and up-to-date information in your Account.  Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Services and the Platform.

2.5 Restrictions.  You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Platform or App in any way; (b) modify or make derivative works based upon the Platform or App; (c) improperly use the Platform or App, including creating Internet “links” to any part of the Platform or App, “framing” or “mirroring” any part of the Platform or App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Platform or App; (d) reverse engineer, decompile, modify, or disassemble the Platform or App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages.

2.6 Safety of Contractors. Organization shall not submit an Opportunity Notice for work that requires lifting heavy objects (i.e., over 50 lbs.), using power tools, using stairs that have no railing, climbing (e.g., ladders, trees, structures) without appropriate protective barriers and railings, operating heavy machinery, performing work on a traffic way without appropriate traffic barriers, standing on roofs, operating a vehicle, interacting with wild animals, and other high risk activities.  By using the Platform, you agree that you will not request or permit a Contractor to conduct activities of this type while fulfilling an Opportunity Notice.

2.7 Secular and Nonpolitical.  Organization shall provide a work experience that is free from religious or political activity and/or discussion. As a key component of Socialwyze’s mission, the Platform is open to all qualified Contractors. It is critical that the Organization provide a secular and nonpolitical work environment so that Contractors feel welcome and capable of performing their best work. Additionally, some of the contributors to the Community Fund may be legally prohibited from providing financial support to religious and political activities or discussions. If the Organization includes religious or political activity and/or discussion, the contributing organization and the Community Fund could be put in jeopardy.

3. FEES AND PAYMENT

3.1 Engagement Fees. Socialwyze has made arrangements with Community Fund to pay Contractors for Engagements provided to you.  Although such Opportunity Notices posted in the Platform may include a summary of the Engagement, an estimate of the Contractor Payment, and other relevant details about an Engagement, that information shall not control.  Rather, the specifications that the Organization provides to the Contractor regarding the services and the terms and conditions contained in a contract between Socialwyze and the Community Fund (“Community Fund Contract”) shall control. In the event there is any inconsistency between this Agreement and the Community Fund Contract, the Community Fund Contract shall control.

3.2 Contractor Payments. Once an Engagement is completed by a Contractor, Socialwyze will facilitate the payment by Community Fund to the Contractor. An Engagement shall be considered complete once the services have been performed by the applicable Contractor.

3.3 Taxes; General. Socialwyze is not liable for any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”).

4. INTELLECTUAL PROPERTY OWNERSHIP

4.1 Ownership. The Platform, App, and Platform Data, including all intellectual property rights therein, are and shall remain the property of Socialwyze, its affiliates, or their respective licensors. Neither this Agreement nor your use of the Platform, App, or Platform Data conveys or grants to you any rights in or related to the Platform, App, or Platform Data, except for the limited license granted above. Other than as specifically permitted by Socialwyze in connection with the Platform, you are not permitted to use or reference in any manner Socialwyze’s or its licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights, or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Socialwyze Marks and Names”) for any commercial purposes.  You agree that you will not try to register or otherwise use and/or claim ownership in any of the Socialwyze Marks and Names, alone or in combination with other letters, punctuation, words, symbols, and/or designs, or in any confusingly similar mark, name or title, for any goods or services.

4.2 Suggestions. You hereby grant to Socialwyze a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Platform, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by you related to the Services or Platform.

5. CONFIDENTIALITY

5.1 Definition of Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Platform Data, user names and passwords, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

5.2 Protection of Confidential Information. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Socialwyze, its internal record-keeping requirements).

5.3 Exceptions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

6. DISCLAIMERS

THE SERVICES AND SOCIALWYZE PLATFORM (INCLUDING THE SOCIALWYZE APP AND WEBSITES) ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” SOCIALWYZE EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. SOCIALWYZE MAKES NO WARRANTY THAT (A) THE SERVICES AND THE SOCIALWYZE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. SOCIALWYZE DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH OPPORTUNITY NOTICE AND A CONTRACTOR, OR THAT THERE ARE CONTRACTORS WILLING TO FULFILL THE OPPORTUNITY NOTICE AT THE TIME AND PLACE REQUESTED. SOCIALWYZE IS SOLELY AN ON-DEMAND LEAD GENERATION SERVICE AND MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CONTRACTORS PERFORMING SERVICES FOR YOU.

7. LIMITATION OF LIABILITY

SOCIALWYZE SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER DIRECT OR INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, LOSS OF BUSINESS, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE. IN NO EVENT SHALL THE LIABILITY OF SOCIALWYZE TO YOU IN CONNECTION WITH THE SERVICES AND PLATFORM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHATSOEVER, EXCEED FIVE HUNDRED ($500.00) US DOLLARS. THE DISCLAIMERS AND LIMITATIONS CONTAINED IN SECTIONS 6 AND 7 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SOCIAWYZE AND YOU. 

8. RELATIONSHIPS BETWEEN SOCIALWYZE, CONTRACTORS AND ORGANIZATIONS; INSURANCE

8.1 Contractors. You acknowledge and agree that your use of the Platform to arrange and obtain services from a Contractor creates a direct business relationship between you and that Contractor, and your interactions and dealings with such Contractor are solely between you and such Contractor. Contractors are not employees, agents or independent contractors of Socialwyze. You agree that Socialwyze is not responsible for providing, and will not provide, training, equipment, or materials to Contractors and that Socialwyze is not responsible for directing, and will not direct, the manner, method, or time of the Contractors’ services. You agree to provide the Contractors with a safe, suitable workplace and to comply with all applicable federal, state, and local employment laws including appropriate workplace-specific safety and health instruction that adequately addresses potential hazards at your worksite. You agree to coordinate and direct the work performed by Contractors, and assume responsibility for all operational results, including losses or damage to property or data in the care, custody, or control of such Contractors. Socialwyze is not responsible or liable for the actions or inactions of any Contractor in relation to any services they perform. Socialwyze does not guarantee or warrant the Contractors’ performance of the Opportunity Notices or the outcome or quality of the Engagements.

8.2 Socialwyze and Organization Relationship. The parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between you and Socialwyze as a result of this Agreement or any use of the Platform.

8.3 Contractor Classification. You assume all liability for proper classification of Contractors as independent contractors based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between you and a Contractor. Contractor does not have authority to enter into written or oral (whether implied or express) contracts on your behalf. Socialwyze does not, in any way, supervise, direct, or control any Contractor’s work or services performed in any manner. Socialwyze does not set any Contractor’s work hours or location of work, nor is Socialwyze involved in determining the type or manner of compensation to be paid for any Opportunity Notice or Engagement. Socialwyze will not provide any Contractor with training or any equipment, labor or materials needed for a particular Engagement. Socialwyze will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee.

8.4 Indemnification.  YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND SOCIALWYZE FROM ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO AN ENGAGEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS THAT CONTRACTOR WAS MISCLASSIFIED AS AN INDEPENDENT CONTRACTOR, ANY LIABILITIES ARISING FROM A DETERMINATION BY A COURT, ARBITRATOR, GOVERNMENT AGENCY OR OTHER BODY THAT CONTRACTOR WAS MISCLASSIFIED (INCLUDING, BUT NOT LIMITED TO, TAXES, PENALTIES, INTEREST AND ATTORNEY’S FEES), ANY CLAIM THAT SOCIALWYZE WAS AN EMPLOYER OR JOINT EMPLOYER OF A CONTRACTOR, AS WELL AS CLAIMS UNDER ANY EMPLOYMENT-RELATED LAWS, SUCH AS THOSE RELATING TO EMPLOYMENT TERMINATION, EMPLOYMENT DISCRIMINATION, HARASSMENT OR RETALIATION, AS WELL AS ANY CLAIMS FOR OVERTIME PAY, SICK LEAVE, HOLIDAY OR VACATION PAY, MINIMUM WAGE, RETIREMENT BENEFITS, WORKER’S COMPENSATION BENEFITS, UNEMPLOYMENT BENEFITS, OR ANY OTHER EMPLOYEE BENEFITS.

8.5 Insurance. As independent contractors, Socialwyze is not responsible for insurance coverage of Contractors. Specifically, in the event that a Contractor is injured while working in the course and scope of an Engagement sourced through the Services, you acknowledge and understand that the Contractor will not be covered by any workers compensation insurance that Socialwyze may provide to its employees. Further, if a Contractor’s actions cause an injury to a third party while the Contractor is working in the course and scope of performing an Engagement with you or otherwise, you acknowledge and agree that the Contractor is not and will not be covered by any general liability, automobile liability, or professional liability insurance coverage that Socialwyze may have, and Socialwyze is not making any commitment to defend or indemnify the Contractor in such circumstances, and specifically denies such obligation.

9. TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated as set forth herein, unless a different term is set forth in the Order.

9.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon thirty (30) days prior written notice to the other party, unless otherwise noted in an Order; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Socialwyze may terminate this Agreement or deactivate your Account immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Socialwyze, to receive the Services, or as otherwise set forth in this Agreement.

9.3 Effect of Termination. Upon termination of the Agreement, you shall immediately delete and fully remove the App from any of your devices. Outstanding payment obligations and Sections 3 (“Fees and Payment”), 4 (“IP Ownership”), 5 (“Confidentiality”), 6 (“Disclaimers”), 7 (“Limitation of Liability”), 9.3 (“Effect of Termination”) and 10 (“Miscellaneous”) shall survive any termination of this Agreement.

10.  MISCELLANEOUS

10.1 Law and Jurisdiction. This Agreement or any claim, cause of action, dispute or proceeding arising out of or related to this Agreement shall be governed by the laws of the State of Texas regardless of your country of origin or where you access the Platform, and notwithstanding any conflicts of law principles.  All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Dallas County in the State of Texas, and the Organization agrees to submit to the jurisdiction of said courts and agree that venue shall lie exclusively with such courts.

10.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.3 Assignment. Organization shall not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Socialwyze.  Socialwyze may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent to an affiliate. successor or an acquirer of all or substantially all of Socialwyze’s business.

10.4 Notices. Socialwyze may give any notice required by this Agreement by means of electronic mail to your email address on record with Socialwyze, or by written communication sent by first class mail or pre-paid post to your address on record with Socialwyze. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email to support@socialwyze.org). 

10.6 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Engagement, the terms of this Agreement shall prevail.

10.7 Modifications to the Platform. Socialwyze reserves the right at any time to modify or discontinue, temporarily or permanently, the Platform or the Services (or any part thereof) with or without notice. You agree that Socialwyze shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform or the Services.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: support@socialwyze.com