Last Updated: December 1, 2019
Please read these terms and conditions carefully before using any products or services offered by Somos, Inc. (the “Somos Products”), or any affiliates of Somos, Inc. (together with Somos, Inc., the “Somos Companies”). The Somos Products include, without limitations, the somos.com website and any other website, URL or mobile application owned or operated by any of the Somos Companies.
BY USING THE SOMOS PRODUCTS, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ANY APPLICABLE PRODUCT-SPECIFIC TERMS (TOGETHER, YOUR “AGREEMENT”).
If you choose to use any of the Somos Products, you agree to do so in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out in this Agreement.
2. Rules For Conduct; User Content License.
You must not use the Somos Products in any way that causes, or is likely to cause, the Somos Products (or use of or access to the Somos Products) to be interrupted, damaged or impaired in any way.
You understand that you, and not the Somos Companies, are responsible for all electronic communications and content sent from your computer, mobile phone or other device and you must use the Somos Products for lawful purposes only.
A Somos Product may include one or more functionalities allowing users of such Somos Product to post reviews, comments and other content; send communications; and submit suggestions, ideas, comments, questions, or other information about the Somos Products. You agree that you will not post any of the following material:
- Material that defames injures, abuses, threatens or invades the privacy of others.
- Statements that are bigoted, hateful or racially offensive.
- Material that advocates illegal activity or discusses illegal activities with the intent to commit them.
- Material that would violate copyright and other intellectual property rights.
- Material that contains vulgar, obscene or indecent language or images.
- Advertising or any form of commercial solicitation.
- Material that does not pertain to the Somos Product, webpage or bulletin board's given topic.
- Material that consists of or contains software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.”
The Somos Companies reserve the right (but not the obligation) to remove or edit any user content. Depending on the nature of the violation, the Somos Companies in our sole discretion may terminate your account or access to any or all of the Somos Products.
If you do provide user content, and unless we indicate otherwise, you grant the Somos Companies a non-exclusive, royalty-free, fully paid-up and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such user content throughout the world in any media, whether alone or as incorporated into or otherwise used in connection with Somos Products.
You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such user content. You agree to waive your right to be identified as the author of such user content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to the Somos Companies, including the execution of deeds and documents, at the request of the Somos Companies.
You represent and warrant that you own or otherwise control all of the rights to the user content that you provide; that, as at the date that the user content is submitted to the Somos Products: (i) the content and material is accurate; and (ii) use of the content and material you supply does not breach this Agreement and will not cause injury to any person or entity (including that the content or material is not defamatory).
3. License for Website Use.
The Somos Companies grant you a limited license to access and make use of the Somos Products, but not to download (other than page caching) or modify the Somos Products, or any portion of thereof, except to perform permitted actions in connection with the Somos Products or as provided in the Product-Specific Terms. Except to the extent specifically authorized by any applicable Product-Specific Terms, this license does not include any resale or commercial use of the Somos Products or their contents; any derivative use of the Somos Products or their contents; any downloading or copying of account information for the benefit of a third party; or any use of data mining, web scraping, robots, or similar data gathering and extraction tools. Any user login, passwords or other credentials may not be transferred or shared without our prior written consent.
The Somos Products or any portion of the Somos Products may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent or unless specifically authorized by the Product-Specific Terms.
You may not frame or use framing or other similar techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Somos Companies without express written consent. You may not use any meta tags or any other “hidden text” utilizing the Somos Companies names or trademarks without the express written consent of the Somos Companies. Any unauthorized use terminates the permission or license granted by the Somos Companies.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of any Somos Products offered via the web as long as the link does not portray the Somos Products and/or the Somos Companies or Services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Somos Company logo or other proprietary graphic or trademark as part of the link without our express written consent.
4. Intellectual Property Ownership; License.
The past, present and future content, function and use of the Somos Products, including, without limitation, all rights in databases, organization, graphics, applications, text, images, audio, videos, designs, compilations, advertising copy, and the trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials and functionality related to the Somos Products, including without limitation, the “look and feel” of the Somos Products and their use for the purpose of enabling communications (collectively, “Content, Identity and Functionality” or “CIF”) are protected by applicable patents, copyrights, trademark rights and other proprietary (including, but not limited to, intellectual property) rights and are the property of the Somos Companies or their licensors. Except as expressly set forth in this Agreement, in Product-Specific Terms or otherwise expressly granted to you in writing by the Somos Company, no rights (either by implication, estoppel or otherwise) are granted to you. The copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the CIF in whole or in part, except pursuant to the express limited grant of rights hereunder or in Product-Specific Terms, is strictly prohibited. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Somos Products. Copying, archiving or storing any part of the Somos Products for a purpose that is not permitted by this Agreement or Product-Specific Terms is expressly prohibited without prior written permission from the Somos Company or the applicable copyright holder as identified on the Somos Products.
6. Limitation Of Liability And Warranty.
YOU AGREE THAT USE OF THE SOMOS PRODUCTS IS ENTIRELY AT YOUR OWN RISK. THE SOMOS PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SOMOS PRODUCTS, INCLUDING WITHOUT LIMITATION ANY RESULTS OBTAINED THROUGH SOMOS PRODUCTS. SPECIFICALLY, THE SOMOS COMPANIES DISCLAIM ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, SERVICE OR PRODUCTS (INCLUDING SOMOS PRODUCTS); AND 2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT THE SOMOS COMPANIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CUSTOMERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
NEITHER THE SOMOS COMPANIES NOR ANY OF OUR AGENTS OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF ANY SOMOS PRODUCT OR INABILITY TO GAIN ACCESS TO OR USE THE SOMOS PRODUCT OR OUT OF ANY BREACH OF ANY WARRANTY. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SOMOS PRODUCTS. IF YOU ARE DISSATISFIED WITH THE SOMOS PRODUCTS OR ANY OF THE CONTENT OR FUNCTIONALITY OF THE SOMOS PRODUCTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SOMOS PRODUCTS OR THE CONTENT OR FUNCTIONALITY, AS APPLICABLE.
YOU ACKNOWLEDGE AND AGREE THAT THE SOMOS PRODUCTS UTILIZE PUBLIC NETWORKS AND THIRD-PARTY PRODUCTS AND SERVICES AND THAT THE SOMOS COMPANIES SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY SERVICE INTERRUPTION, MALFUNCTION, LOSS OF DATA, SECURITY BREACH OR OTHER DAMAGE OR HARM THAT MAY BE CAUSED BY SUCH NETWORKS AND THIRD-PARTY PRODUCTS. YOUR SOLE REMEDY IN THE EVENT OF SUCH SERVICE INTERRUPTION, MALFUNCTION, LOSS OF DATA, SECURITY BREACH OR OTHER MALFUNCTION SHALL BE AGAINST THE PROVIDER OF SUCH NETWORK OR OTHER THIRD-PARTY PRODUCT OR SERVICE.
7. Links to Other Sites.
All trademarks appearing on the Somos Products are trademarks of their respective owners.
The Somos Companies may give notice to you by means of a general notice on the Somos Products, electronic mail to your e-mail address on record in the Somos Products account information, text messages, “push” notifications or other similar means, or by written communication sent by first class mail to your address on record in the Somos Products account information. You may give notice to the Somos Companies and such notice shall be deemed given when received by the Somos Companies at any time by any of the following:
electronic mail to email@example.com;
letter delivered by first class postage prepaid mail or courier to the Somos Company at the following address for Somos, Inc. or Toll-free Data Services, Inc., as applicable:
c/o Somos, Inc.
Two Towers Center Boulevard, 20th Floor,
East Brunswick, NJ 08816
Attention: WEBSITE USER COMMUNICATIONS
c/o Toll-free Data Services, Inc.
Two Towers Center Boulevard, 20th Floor,
East Brunswick, NJ 08816
Attention: WEBSITE USER COMMUNICATIONS
You agree to indemnify and hold the Somos Companies harmless from any dispute which may arise from a breach of terms of this Agreement. You agree to hold the Somos Companies harmless from any claims and expenses, including reasonable attorney's fees and court costs, related to Your violation of this Agreement, including without limitation the Rules of Conduct at Section 2.
11. Termination of Service.
You may terminate your right to use the Somos Products by notifying the Somos Companies using the contact information provided in Section 9. The Somos Companies may terminate your account or access rights to some or all of the Somos Products at any time, without notice, for any reason, including for conduct that the Somos Companies believe violates this Agreement or other policies or guidelines that the Somos Companies have posted on or provided with the Somos Products. The Somos Companies may terminate your account or access rights to any Somos Product for online conduct that the Somos Companies believe is harmful to other customers, to the Somos Companies business, or to other information providers.
The Somos Companies do not sell products or services to children. If you are under 18, you may use the Somos Products only with the involvement and express permission of a parent or guardian. The Somos Companies shall not be liable for or required to refund any payments or credit card charges made by anyone under 18.
13. Choice of Law.
The laws of the State of Delaware will govern any dispute arising from the terms of this Agreement or a breach of this Agreement.
14. Class Action Waiver
YOU AND THE SOMOS COMPANIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
15. Dispute Resolution
Except as otherwise required by applicable law, you agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with, this Agreement or any Product-Specific Terms, shall be in the state or federal courts, as applicable, located in the Commonwealth of Virginia. Any dispute, controversy, or claim arising out of or relating to this Agreement or your access to or use of the Somos Products, including, but not limited to, the arbitrability of the matter or the formation, interpretation, scope, applicability, termination, or breach of this Agreement, shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS International Arbitration Rules, if the matter is deemed "international" within the meaning of that term as defined in the JAMS International Arbitration Rules. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator, and shall be conducted in Herndon, Virginia. If the JAMS International Arbitration Rules apply, the language to be used in the arbitral proceedings will be English. Judgment upon the arbitral award may be entered by any court having jurisdiction. This section shall apply to and require arbitration of all disputes, controversies, and claims, regardless of whether such disputes, controversies, or claims concern a single individual, entity, or other person, multiple individuals, entities, or other people, or classes of individuals, entities, or other people. You hereby consent to receive service of process by electronic means or social media to the extent allowed by the applicable court. This constitutes express agreement of the parties regarding your consent pursuant to United States Federal Rule of Civil Procedure 5(b)(2)(E) and any applicable state (or other jurisdiction) equivalent.
16. Merger Clause.