Terms & Conditions

Last Updated July 3, 2023

The following terms and conditions (“Terms”) outline the rules and regulations for your use of the Social Jazz website and Social Jazz application (collectively “Services”) provided to you by Social Jazz, Inc. (“SJI”), a Delaware corporation. By accessing the Services you accept these Terms in full. Do not continue to use the Services if you do not accept all of the Terms stated on this page.

SJI reserves the right to revise these Terms from time to time and at any time without notice to you, by posting on the Services. Your continued use of the Services will mean you accept any amendments and agree to comply with the updated Terms.

PLEASE NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT HOW DISPUTES WITH SJI ARE RESOLVED. BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THE ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

Definitions

The following terminology applies to these Terms, the SJI Privacy Policy, the SJI Use License Agreement and SJI Acceptable Use Policy. Any use of defined terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

“Customer”, “You” and “Your” refers to you, the person accessing and using the Services for commercial use of their business.

“The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to Social Jazz, Inc.

“Party”, “Parties”, or “Us”, refers to both the Customer and SJI, or either the Customer or SJI.

“Customership” refers to a Customer’s active Social Jazz Account.

“Authorized Payment Method” refers to any valid payment method that you authorize.

<p “=””>“Third-Party Service Provider”, “Third-Party Service”, or “Third-Party Pages” refers to any individual, entity, website, or service that is not directly controlled or owned by SJI.

“Fees” refers to the amount paid during the Subscription Period for all Types of Fees as defined in these Terms.

“Subscription Period” refers to the time during which a Customer’s recurring plan for the Service is in effect.

“Company Content”, or “Company Contents” refers to content on the Services, such as information, text, images, graphics, interfaces, photographs, illustrations, audio and video clips, trademarks, trade names, service marks, logos, information obtained from SJI’s licensors, and any other materials posted, published, displayed or distributed by SJI through the Services.

“Customer Content” refers to all information and other content that a Customer posts, publishes, displays and distributes through use of the Service, as well as for all communications that Customer may have through the Services including fonts, images, templates, information, content, or other material provided.

“Content” refers collectively to any and all Company Content and Customer Content.

“Licensed Content” means content (including, but not limited to, stock media such as photos, templates, images, video, and audio) made available on the Service and that is subject to Use License Agreement.

“Licensed User”, “User” means an individual who is authorized by Customer to use the Service.

“Publish”, “Post” refers to making images, text, audio, video or other forms of media publicly (or privately) available on social media platforms or other websites.

Introduction

Businesses use Social Jazz to keep their social media active by using AI to create and plan social media posts. Social Jazz, Inc. offers the Services as an online platform where Customers (“Customers”) will manage their account for commercial purposes.

Customership

Eligibility

By using the Services or accepting the Terms, you represent and warrant to SJI that you are 18 years of age or older, and that you have the right, authority, and capacity to agree to and abide by these Terms on behalf of your company or organization.

The Services are restricted to residents of the United States of America.

To access and use the Services, you must register for a Social Jazz Account (“Customership”) by providing your legal business email address and website URL. SJI may reject your application for a Customership, or cancel an existing Customership, for any reason, in our sole discretion.

Restrictions

You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any local, state, federal, and international laws that may apply to you . You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms.

You acknowledge that you and any User are responsible for any activity on your account. A breach or violation of any law or term in the Terms, as determined in the sole discretion of SJI may result in an immediate termination of your Customership and access to the Services.

Subscription Period

When you register for an account your Customership begins on the date your initial payment is processed and will renew monthly unless terminated per this agreement. Each month your subscription will renew automatically for 30 days (“Subscription Period”).

Privacy

SJI values your privacy. You acknowledge that you have reviewed our Privacy Policy and you hereby agree that your use of the Services also is governed by the Privacy Policy. The Privacy Policy is incorporated by reference into and is a part of these Terms.

Use of the Services

License

So long as you are in compliance with these Terms, SJI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services. You may not rent, lease, lend, sell, redistribute or sublicense the Services. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof. Any attempt to do so is a violation of these Terms. If you breach this restriction, you may be subject to prosecution and damages. These Terms will govern any upgrades provided by SJI that replace and/or supplement the original Services, unless such upgrade is accompanied by separate or updated Terms. If you violate any of these Terms, your Customership and permission to use the Services automatically terminates.

You acknowledge that you have reviewed our Use License Agreement, which are hereby incorporated as part of these Terms and that you agree use of the Services also is governed by the Use License Agreement.

These Terms don’t create any agency, partnership, joint venture, employment, or franchisee relationship between you and Social Jazz, Inc.

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer.

Company Content & Copyrights

Any and all Company Content is protected by copyright under both United States and foreign laws. Title to the Company Contents remains with SJI and/or its licensors. Any use of the Company Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Except as stated herein, none of the Company Contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of SJI or its licensors.

<p “=””>All Company Content is subject to the Social Jazz, Inc. Use License Agreement.

Customer Approval and Indemnification

You are responsible for regularly and exhaustively reviewing all Content prior to it being posted via the Services to your social media accounts. The Services shall provide you the opportunity to (i) review Content prior to posting and (ii) withdraw a posting prior to delivery. SJI is not liable for any Content that you or your Users post to your social media accounts either via the Services or through any other means.

SJI aims to offer a catalog of Company Content that is inclusive and is free from offensive images, language, etc as much as possible. However, we can’t guarantee that someone won’t be offended by any of the Company Content. Please note that Company Content in the SJI catalog does not necessarily reflect the official position of SJI but is included to support the myriad of businesses we service, their positions and needs. You post from our catalog solely at your own risk.

SJI shall not be held responsible for unauthorized posting to your social media accounts arising from your failure to keep your login credentials safe and secure or resulting from the compromise of your social media accounts through hacking. You shall immediately inform SJI in the event your Social Jazz account or one or more of your social media accounts is compromised.

Customer Content

You are solely responsible for all information and other content that you post, publish and display or distribute through use of the Service, as well as for all communications that you may have through the Services or otherwise through the use of your Customership (“Customer Content”). All Customer Content must comply with these Terms and you are liable for all Customer Content and the consequences of the publication, display or distribution thereof. Without limiting any other terms in these Terms, you must first obtain any rights necessary (including copyright rights) to post, publish, display or distribute any Customer Content, and, further, you agree to not publish, display or distribute any Customer Content that (i) is obscene, indecent, pornographic, threatening, inaccurate, defamatory or otherwise is objectionable or could give rise to either civil or criminal liability, (ii) contains the social security number or credit card or bank account information of a third party, or (iii) infringes or could infringe on any copyright, trademark, publicity, privacy or other intellectual property right of a third party, unless you have the written consent of such third party to use the Customer Content in the manner in which you are posting, publishing, displaying or distributing it. By posting Customer Content through our Services, you grant SJI a license to use it. We don’t claim any ownership to Customer Content, but we have your permission to use it to help SJI function and grow.

Harm Our Systems

You may not, without SJI’s written permission, “mirror” any Company Contents contained in the Services. You hereby represent and warrant that you will not, and will not induce any third party to use the Services in any way that: (a) harasses, abuses, stalks, threatens, defames any person, or otherwise infringes or violates the rights of any person (including but not limited to rights of publicity or other proprietary rights); (b) is unlawful, fraudulent, or deceptive; (c) uses technology or other means to access unauthorized content or non-public spaces; (d) uses any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Services or Company Content; (e) attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of the Services; (f) attempt to disable or circumvent any security mechanisms used by the Services or Company Content or otherwise attempt to gain unauthorized access to any portion of the Services or Company Content or any other systems or networks connected to SJI or its third party service providers, by hacking, password “mining”, or any other illegal means; (g) attempts to gain unauthorized access to SJI user accounts; (h) encourages conduct that would constitute a criminal offense, or that gives rise to civil liability; (i) use the Services or Company Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulation; (j) is unlawful or violates these Terms in any manner; or (k) fails to comply with applicable third-party terms and conditions or other third-party policies.

Communication

The Services may allow you to send certain communications by short message service (SMS) messaging (for example, sending confirmation notifications via SMS) (the “SMS Services”). You will only use the SMS Services in compliance with these Terms, SJI’s Acceptable Use Policy, and the laws of the jurisdiction from which you send messages, and in which your messages are received. The Acceptable Use Policy is incorporated by reference into and is a part of these Terms.

Termination

Termination By You

You may terminate your Customership with SJI at any time from your account settings. Terminating your Customership takes effect at the end of your current Subscription Period and will affect the availability of the Services after that date. You will still have to pay any outstanding amounts owed.

Termination By SJI

Social Jazz, Inc. may terminate or suspend your Customership (and any related accounts) and your access to the Services at any time, for any reason, with or without cause in our sole discretion and without advance notice. If we do so, you may lose any information associated with your account. Termination notification will be sent by emailing you at the email address that you have provided in your Customership information. It shall be your responsibility to ensure that your email address for communications is current.

Discontinuation of the Services

SJI reserves the right to change, suspend, or discontinue the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you.

Survival

The Terms will remain in effect even after your access to the Services is terminated, or your use of the Services ends.

Intellectual Property

Infringement

SJI strives to respond quickly when we receive proper notice of intellectual property infringement by removing or disabling access to the allegedly infringing material. SJI makes a reasonable attempt to contact the affected third party and provide information about the notice (including the name and email address of the reporting party) and removal. SJI may request additional information before processing a notice and may reject notices that contain information we believe is false, fraudulent, incomplete, or otherwise submitted in bad faith. SJI also reserves the right to take action against abusers of this policy.

A notification of claimed copyright infringement should be emailed to support@SocialJazz.com (subject line: “DMCA Takedown Request”)

Third-Party Services

You acknowledge that the Services may include or provide, from time to time, other Third-Party services (each a “Third-Party Service”). Unless otherwise expressly set forth in these Terms, SJI is not affiliated with any Third-Party Service nor does SJI endorse or provide any representation or warranty as to any Third-Party Service nor the services the Third-Party Service provides or the accuracy or results of the synchronization of data from the Service with any Third-Party Service.

The Services may contain hyperlinks to other websites and webpages (“Third-Party Pages”), as well as to text, graphics, videos, images, music, sounds, and information belonging to or originating from other Third-Party Services. Social Jazz, Inc. does not investigate, monitor, or review any Third-Party Pages or Third-Party Services to ensure their accuracy, completeness, or appropriateness nor does SJI makes representations or warranties with respect to the content, ownership, or legality of any such linked Third-Party Pages or Third-Party Services. SJI is not responsible for the Third-Party Pages or any Third-Party Services accessed through the Services. You agree that SJI shall have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any Third-Party Service, Third-Party Pages or as a result of the presence of such Third-Party Service on the Services.

The inclusion of any hyperlinks to any Third-Party Pages or Third-Party Services on the Services does not indicate SJI’s approval or endorsement thereof. These links are provided solely as a convenience or benefit to Customers. Your interactions with a Third-Party Services on the Services, or based on such Third-Party’s participation or presence on the Services, are solely between you and the third party. If you choose to leave the Services to access any Third-Party Pages or Third-Party Services, you do so at your own risk.

Fees & Payments

You are responsible for paying all Fees that you owe to SJI. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. SJI will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and SJI will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

Types of Fees

Subscriptions Fee

SJI Customers will be charged Fees applicable to the Service (“Subscription Fee”) during the Subscription Period. Where applicable, SJI will charge sales tax on your Subscription Fee in the United States. Please note that your Subscription Fee as outlined in the SJI Return Policy is not refundable.

Taxes

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of the Services. To the extent that SJI charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to SJI of your exemption. If you are not charged Taxes by SJI, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

Pricing

We reserve the right to change pricing structure at any time, with appropriate notice to you. We do not provide price protection or refunds in the event of promotions or price decreases.

Indemnification

You agree to indemnify and hold us and our licensors, affiliates and service providers (together, “Affiliated Parties”) and our and their officers, directors, agents and representatives harmless from and against any liability, loss, claim, cost and expense of any kind, including reasonable attorneys’ fees and expenses, that we may incur in connection with or as a result of your use or misuse of the Service or any services provided by us, violation of the Terms or any of the acts or omissions by you. The foregoing indemnification obligations will survive the termination of your Customership or the Services.

Warranties and Limitation of Liability

Access to the Services and Disclaimers

THE SERVICES AND COMPANY CONTENT ON, FROM OR THROUGH THE SERVICE ARE PROVIDED BY US AND OUR SUPPLIERS “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED BY US AND ANY OF OUR LICENSORS, AFFILIATES AND SERVICE PROVIDERS (TOGETHER, THE “AFFILIATED PARTIES”) (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFECT, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES THAT ACCESS TO THE SERVICE AND ANY COMPANY CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE). THE SERVICE AND COMPANY CONTENT MAY CONTAIN BUGS, ERRORS OR OTHER LIMITATIONS. NO COMMUNICATIONS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICE OR BY ANY OTHER MEANS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Social Jazz, Inc. NOR ANY OF ITS AFFILIATED PARTIES SHALL HAVE ANY LIABILITY FOR OR AS A RESULT OF YOUR USE OF OR INABILITY TO USE THE SERVICE. OR FOR THE CONDUCT OF THIRD PARTIES INCLUDING OPERATORS OF EXTERNAL WEB SITES. WITHOUT LIMITATION, IN NO EVENT WILL Social Jazz, Inc. AND/OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN ANY ELECTRONIC FILE OR OTHERWISE AT OR OBTAINED FROM THE SERVICE, IN ANY FORM, IS DISCLAIMED. THIS SERVICE AND THE INFORMATION AND SERVICES THEREON WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. FURTHER, AND WITHOUT LIMITATION OF THE FOREGOING, NEITHER US NOR ANY AFFILIATED PARTY IS LIABLE OR RESPONSIBLE FOR (I) ACTS OR OTHER CONDUCT OF THIRD PARTIES, OR (II) ANY VIRUS OR OTHER DISABLING FEATURE OR ACTION AFFECTING YOUR USE OR ACCESS TO THE SERVICE, OR (III) ANY UNAUTHORIZED USE OF YOUR ACCOUNT.

IN THE EVENT THAT ANY WARRANTY DISCLAIMER OR DISCLAIMER OF LIABILITY SHALL BE DEEMED TO BE UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF Social Jazz, Inc. AND ITS AFFILIATED PARTIES FOR ALL CLAIMS SHALL NOT EXCEED THE AGGREGATE AMOUNT YOU HAVE PAID TO Social Jazz, Inc. IN THE NINETY DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

IN THE EVENT APPLICABLE LAW IN YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SOME OF THE ABOVE NOTED LIMITATIONS MAY NOT APPLY TO YOU.

Mandatory Agreement To Arbitrate On An Individual Basis; Class Action Waiver

You and SJI agree that any dispute or claim that cannot be resolved to the Customer’s satisfaction shall be finally settled by final and binding arbitration, using the English language, except that you or the Company may take claims to small claims court if the dispute qualifies for hearing by such a court. In addition, each party retains 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 party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

You and the company agree (a) any arbitration under the Terms will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and SJI are each waiving the right to trial by jury or to participate in a class action or class arbitration; (b) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (c) each side pays his, her or its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees and litigation costs, and in such instance, the fees and costs awarded shall be determined by the applicable law.

With the exception of subpart (a) in the paragraph above, if any part of this arbitration provision is deemed invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained.

Arbitration shall be subject to the U.S. Federal Arbitration Act and federal arbitration law, and shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial [or other] Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Beta Services

From time to time, Social Jazz, Inc. may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which SJI will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without SJI’s prior written consent. SJI makes no representations or warranties that the Beta Services will function. SJI may discontinue the Beta Services at any time in its sole discretion. SJI will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. SJI may change or not release a final or commercial version of a Beta Service at our sole discretion.

General

Feedback and Reviews

SJI welcomes your feedback and suggestions or ideas regarding improvements or additions to the Services. Any unsolicited ideas or other materials you submit to SJI (not including Customer Content) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish feedback, ideas and materials for any purpose, without compensation to you. Any reviews of trh Services or Third-Party Services must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious or objectionable.

Successors; Assignment

The Terms shall inure to the benefit of our successors and assigns. Social Jazz, Inc. may assign or delegate the Terms, in whole or in part, to a third part at any time without your consent. Your Customership and the license granted to you hereunder (and your right to use the Services) are not individually or collectively assignable or transferable in any case, and only may be used by you.

Successors; Assignment

Severability

If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of SJI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance.

Choice of Law and Venue

The Terms shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without reference to any conflicts of law principles. Any cause of action by you with respect to the Services (and/or any information, products or services related thereto) or otherwise in connection with the Terms (i) must be instituted within one (1) year after the cause of action arose or be forever waived and barred, (ii) shall be subject to the limitations set forth in these Terms, and (iii) shall be brought solely in a State or Federal court located in Monroe County, State of New York. You expressly submit to the exclusive jurisdiction of such courts and consent to extraterritorial service of process, and waiver any objection of forum non conveniens.

Remedies

In addition to any other remedies set forth in these Terms or otherwise available to SJI at law or in equity, all of which shall be cumulative, SJI shall have to right to obtain (without need to post a bond) a temporary or permanent injunction or other equitable relief to prevent a breach or threatened breach of these Terms.

Miscellaneous

The Terms constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings, with respect to the Services, the conCompany Content and services provided by or through the Services, and the subject matter of these Terms. The language in these Terms shall be interpreted as in accordance with its fair meaning and not strictly for or against us or you.

If you have any questions about the Terms, please email us at support@goSocialJazz.com.