Terms of Service
These Terms of Service (these “Terms”) are an agreement that describes your rights and responsibilities as a user of the audio-based AI service (“Service”) made available by Socrait, PBC (“Socrait,” “we,” or “us”).
This page explains the terms by which you may access and use our AI-powered Service and related documentation (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms. In addition, you acknowledge that you have read and understood our Privacy Notice. Socrait reserves the right to modify these Terms and will provide notice of material changes as described below. These Terms apply to all users of the Service (“Users”), including but not limited to Teachers (as defined below).
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 10.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 10.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 10.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
1. Our Service
The Service is designed for use by teachers, instructors, principals and other educational professionals (collectively, “Teachers”). Subject to these Terms, Teachers may use the Service to hear, transmit and synthesize classroom audio via a mobile software application (the “Audio Content”) and create written transcripts, summaries, analysis, forms and other derived data (collectively “Derived Data”), which can be used to assist with classroom management and administrative tasks.
1.1 Eligibility
This is a contract between you and Socrait. You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Socrait, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by Socrait.
1.2 Limited License
Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. Socrait reserves all rights not expressly granted herein in the Service and the Socrait Content (as defined below). Socrait may terminate this license at any time for any reason or no reason.
1.3 User Accounts
Your account on the Service (your “User Account”) gives you access to the features and functionality that we may establish and maintain from time to time and in our sole discretion. If you open a User Account on behalf of an educational institution, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.
By connecting to Socrait with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Socrait immediately of any breach of security or unauthorized use of your User Account. Socrait will not be liable for any losses caused by any unauthorized use of your User Account.
By providing Socrait your email address you consent to our using the email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.4 Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Socrait servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
1.5 Changes to the Service
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
1.6 Service Location
The Service is controlled and operated from facilities in the United States. Socrait makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to Users located in the United States.
2. User Content
We claim no ownership rights over the Audio Content, Derived Data and other User-generated content, such as Teachers’ notes (together, “User Content”) – User Content remains yours.
By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Socrait a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, translate, distribute, package, syndicate, and make derivative works of all such User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.
For the purposes of these Terms, “Intellectual Property Rights” means all copyright rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm the following:
- Company may exercise the rights to your User Content granted under these Terms without liability for payment of any fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
You shall be solely responsible for your User Content and the consequences of providing it to the Service. You agree that Socrait shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
3. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Socrait Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Socrait and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Socrait Content except to educate or train other Users and/or promote Socrait or our Service. Use of the Socrait Content for any purpose not expressly permitted by these Terms is strictly prohibited.
Socrait also reserves the right to collect, maintain, process, and use, or you may provide to Socrait, diagnostic, technical, usage, and related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). You agree that all Usage Data is owned solely and exclusively by Socrait, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to Socrait all rights, title, and interest in and to the same. Accordingly, Socrait may use the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to monitor your usage of the Service; (c) for research and analytics and for Socrait’s other business purposes; and (d) to share analytics and other derived Usage Data with third parties, solely in deidentified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service. You acknowledge and agree that Socrait may use these and other lawful measures to verify your compliance with the terms of these Terms and to enforce Socrait’s rights, including all Intellectual Property Rights, in and to the Service.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Socrait under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Socrait does not waive any rights to use similar or related ideas previously known to Socrait, or developed by its employees, or obtained from sources other than you.
4. Student Data
4.1 Scope
Depending on the Teacher’s use of the Service, Socrait may collect or have access to Student Data. “Student Data” is personal information related to an identifiable student (“Student”) that is maintained by an educational institution, such as a school, school district, or Teacher (each, a “School”), or by Socrait on behalf of a School. Student Data may include “educational records” as defined by the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232(g) (“FERPA”), “covered information” under California’s Student Online Personal Information Protection Act (“SOPIPA”), or other information protected by similar student data privacy laws.
The Service is designed to record only the voices of Teachers and other educator Users, but from time to time Students’ voices may be heard, transcribed or processed incidentally. To the extent Student voices are included in this manner, such data will be treated as, and subject to the same protections as Student Data as described in this Section.
If you are interested in using our Service in a School, please ask your School to contact us about entering into a student data processing agreement, if required by your School policies.
4.2 Confidentiality
Socrait agrees to treat Student Data as confidential and not to share it with third parties other than as described in these Terms and in our Privacy Notice.
4.3 Student Data Ownership and Control
Socrait shall collect and process Student Data as a “school official” with a legitimate educational interest pursuant to FERPA, under the direction and control of the applicable School. As between Socrait and a School or affiliated User that enters into these Terms with us, the School or affiliated User owns all right, title and interest to all Student Data processed by Socrait on its behalf, and Socrait does not own, control or license such Student Data, except so as to provide the Service and as described in these Terms. Socrait shall have the right to use de-identified Derived Data for research purposes.
4.4 Student Data Access
We process Student Data when a Teacher or other User who is affiliated with a School provides such Student Data through the Service. We also collect, receive and generate Student Data in connection with your authorized use of the Service to generate Derived Data. If you are a School or affiliated User, you represent and warrant that you have the authority to provide Student Data to Socrait and authorize Socrait to collect and process Student Data for the purpose of providing the Service, and that you have provided appropriate disclosures to the parents or legal guardian as required by applicable law.
4.5 Changes to the Service
If you are a School or affiliated User, you and Socrait each agree to uphold their responsibilities under laws governing personal information and Student Data, including, without limitation, FERPA, SOPIPA and the Protection of Pupil Rights Amendment (“PPRA”). Please note that we rely on Schools and affiliated Users to obtain and provide appropriate consent and disclosures, if necessary, to provide Socrait with Student Data for processing.
You are required to comply with these Terms and all regulations and laws governing the privacy of children and children’s personal information in your jurisdiction. You represent and warrant that you are in compliance with all applicable data protection laws governing the protection of personal information and the sharing of Student Data.
4.6 Use of Student Data
By submitting or otherwise providing us with access to Student Data, you agree that Socrait may use the Student Data solely: (a) to provide, maintain and support the Service, (b) to develop and improve the Service, to the extent permitted under student data privacy laws, (c) to provide recommendation engines to recommend content or services relating to school purposes or other educational or employment purposes, provided such recommendation is not determined in whole or in part by payment or other consideration from a third party; (d) to enforce our rights under these Terms, (e) to use aggregated Student Data for research purposes; and (f) as otherwise permitted with the School’s, affiliated User’s or Parent’s consent.
4.7 Restrictions of Disclosure of Student Data
Socrait is prohibited from using Student Data to: (a) direct targeted online advertising to Students; (b) develop a profile of a Student other than for the purpose of providing educational services or as authorized by a School, affiliated User or Parent; or (c) for any commercial purpose unless authorized by a School, affiliated User or Parent or permitted by applicable law.
4.8 Use of De-Identified Information
You agree that Socrait may collect and, both during and after the term of our agreement, use De-Identified Information for the purposes of research, development and improvement of our Service and other educational sites, services and applications or technologies or as any other member of the public would be able to use De-Identified Information pursuant to FERPA, and that we may share such De-Identified Information with our vendors or other third-parties for such purposes. De-Identified Information may be used by us or our vendors or other third-parties for any purpose allowed under FERPA and the following purposes: (1) assisting any LEA or other governmental agency in conducting research and other studies; (2) research and development of the our educational sites, services, or applications, and to demonstrate the effectiveness of the Service; and (3) for adaptive learning purposes or personalized student learning. “De-identified Information” refers to data from which any direct and indirect identifiers have been removed or obscured in a way that minimizes the risk of disclosure of the identity of the individual. We agree not to attempt to re-identify De-Identified Information, and to contractually prohibit any third party to whom it is disclosed from doing so.
4.9 Socrait’s Third-Party Service Providers
You acknowledge and agree that Socrait may provide access to Student Data to our employees, affiliates and to certain third-party service providers which have a legitimate need to access such information in order to provide their services to us. We and our employees, affiliates, service providers or agents involved in the handling, transmittal, and processing of Student Data will be required to maintain the confidentiality of such data.
4.10 User-Requested Third-Party Access
Socrait may provide Users the ability to use and access third-party services through the Socrait Service, and to share data, including Student Data, with third parties through the Service. You consent to allow us to provide access to Student Data to third parties through the Service as directed by an authorized User. You acknowledge that we are not responsible for the data practices of third parties with whom you elect to share Student Data through the Service, and that, as between us, you are solely responsible for the third-party content and the consequences of providing or transmitting Student Data to such third parties, or authorizing those third parties to access Student Data through the Service.
4.11 Student Data Retention and Deletion Requests
Schools, affiliated Users or Parents may request that we delete or retrieve Student Data in our possession at any time by providing such a request in writing. We shall use commercially reasonable efforts to comply with such request within thirty (30) days; provided that we are not required to destroy any electronic copy of Student Data that is retained pursuant to Socrait’s standard electronic backup and archival procedures if (a) personnel other than information technology (“IT”) personnel do not have access to such retained copies and (b) IT personnel have access to such copies only as reasonably necessary for the performance of their IT duties (e.g., for the purposes of system recovery). We also are not required to delete data that has been de-identified such that it can no longer be used to identify an individual.
If you are seeking to access, modify, correct or delete personal information about a Student without the requisite admin privileges over the Student Data, you will be instructed to contact the School, affiliated User or Parent (as applicable) to discuss the request. We do not respond to requests relating to Student Data associated with an active School contract except at the direction of the School. The School is responsible for maintaining current student rosters and removing Student Data which the School no longer needs for an educational purpose through the Service itself, if applicable, or by submitting a deletion request. We may retain Student Data for a period of up to two years after termination of the contract to continue to provide the School access to its records and aggregate reports, after which the Student Data will be deleted and/or de-identified, unless we receive a deletion request prior to that date.
4.12 Changes to Student Data Processing
We will use commercially reasonable efforts to provide at least thirty (30) days’ notice of any change that may involve collecting, using, storing or sharing Student Data in a materially different way than was disclosed to you previously, so that you have sufficient time to evaluate the change in practice. If you do not choose to accept the changes, you may opt-out by deleting your account before the changes take effect. You may request previous versions of these Terms by contacting us at [email protected]
5. Text Messaging
You expressly consent and agree that Socrait can contact you using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-email registry.
We offer you the chance to enroll to receive recurring SMS/text messages from Socrait. You may enroll to receive text messages about account-related news and alerts and/or marketing and promotional offers for Socrait products and services. By enrolling in Socrait’s SMS/text messaging service, you agree to receive text messages from Socrait to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase. Socrait is not responsible for any delays upon sending or receiving text messages.
6. Third-Party Links and Information
The Service may contain links to third-party materials that are not owned or controlled by Socrait. Socrait does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Socrait’s Privacy Notice do not apply to your use of such sites. You expressly relieve Socrait from any and all liability arising from your use of any third-party website, service, or content.
7. Indemnity
You agree to defend, indemnify and hold harmless Socrait and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
8. No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Socrait or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Socrait, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
Further, Socrait does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and Socrait will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law.
9. Limitation of Liability No Warranty
To the maximum extent permitted by applicable law, in no event shall Socrait, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Socrait be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Socrait assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall Socrait, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Socrait hereunder or $50.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Socrait has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.
10. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
10.1 Governing Law
You agree that: (i) the Service shall be deemed solely based in Delaware; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 10.2 and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
10.2 Arbitration
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SOCRAIT. This Section 10.2 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Socrait that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Socrait, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.
If you are a new Socrait user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by emailing Socrait at [email protected] with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
For any Claim, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Socrait has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or Delaware, unless you and Socrait agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Socrait agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
Nothing in this Section shall be deemed as: preventing Socrait from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
10.3 Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND SOCRAIT AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER SOCRAIT USERS. YOU AND SOCRAIT FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SOCRAIT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
11. General
11.1 Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Socrait without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
11.2 Notification Procedures and Changes to these Terms
Socrait may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Socrait in our sole discretion. Socrait reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Socrait is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Socrait may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
11.3 Entire Agreement/Severability
These Terms, together with any amendments and any additional agreements you may enter into with Socrait in connection with the Service, shall constitute the entire agreement between you and Socrait concerning the Service. Except as otherwise stated in Section 10.2, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
11.4 No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Socrait’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
11.5 Contact
Please contact us at [email protected] with any questions regarding these Terms.
