TERMS OF SERVICE

Socialprofiler LLC’s (“Socialprofiler”) provision of “Services” (as defined herein) to any and all individuals or entities that receive the Services (individually and collectively “Subscriber(s)”) are subject to these Terms and Conditions (“Terms”) as well as Socialprofiler’s other policies, including our Privacy Policy, incorporated herein by reference. References to “Socialprofiler” and “Subscriber” in these Terms include (where appropriate) Socialprofiler’s and/or Subscriber’s respective subsidiaries, parent companies, members, affiliates, agents, employees, predecessors in interest, successors, and assigns.

These Terms constitute a legal agreement between Subscriber and Socialprofiler and govern all use of the Services through this website (“Website”), including all information provided through the Services. By accessing, browsing, or using the Website or Services, Subscriber acknowledges that they have read, understood, and agree to be bound by these Terms. Socialprofiler may update these Terms at any time, with or without notice to Subscriber. Each time Subscriber accesses the Services, Subscriber agrees to be bound by the Terms then in effect. By engaging our Services, Subscriber consents to and agrees to comply with these Terms.

These Terms require that disputes between Socialprofiler and Subscriber be resolved by binding arbitration rather than by jury trials or class actions and limit Subscriber’s remedies in the event of a dispute. Please refer to Section 20 below for more information.

IF SUBSCRIBER DOES NOT AGREE TO THESE TERMS, SUBSCRIBER SHALL NOT USE THE WEBSITE OR SERVICES.

1. Registration and Account Information.

   1. Access to the information provided through the Services (the “Information”) requires Subscriber to register and create a user-specific profile (an “Account”). In connection with registering or creating an Account, Subscriber will create a login and password.

   2. By registering or creating an Account, Subscriber represents that the information provided to Socialprofiler is accurate and complete, and agrees to inform Socialprofiler of any changes to that information.

   3. Subscriber agrees not to disclose Subscriber’s Account login or password information to anyone other than its authorized employees.

   4. Subscriber agrees not to transfer, sub-license, sell, or assign Subscriber’s rights in Subscriber’s Account. Subscriber agrees that its use of the Account will be for the Subscriber's internal use only.

   5. Subscriber is responsible for maintaining the confidentiality of Subscriber’s Account, including login and password information, and for restricting access to any third parties attempting to use Subscriber’s devices which Subscriber uses to access the Services. Subscriber agrees to accept responsibility for all activities that occur under Subscriber’s Account.

   6. Any unauthorized use of Subscriber’s Account is subject to these Terms as if the Subscriber were using the Account.

   7. Subscriber must notify Socialprofiler immediately of any suspected or actual unauthorized use of Subscriber’s Account, including login, or password information.

   8. Subscriber may specify users of Subscriber’s Account as “Administrators” through the administrative console. Administrators may have the ability to monitor, restrict, or terminate access to the Subscriber’s Account. Socialprofiler's responsibilities do not extend to the internal management or administration of Subscriber’s Account.

      1. Subscriber is responsible for:

         1. maintaining the confidentiality of logins and passwords;

         2. managing access to the Services; and

         3. ensuring that use of the Services complies with these Terms.

   9. The Services are not intended for users under the age of 18. Subscriber will ensure that it does not allow any person under 18 to use the Services. Subscriber will promptly notify Socialprofiler of any unauthorized use of or access to the Services.

2. License.

   1. Socialprofiler grants Subscriber a nonexclusive, non-transferable, revocable, limited license to access and use the Information available through the Services, strictly subject to and in accordance with these Terms, including the Usage Restrictions described in Section 3 below. This license is granted solely for the Subscriber’s internal business purposes and does not permit any resale, distribution, or modification of the Information. Any breach of these Terms will result in the immediate termination of the license.

   2. Socialprofiler reserves the right to terminate this license at any time and for any reason. Subscriber’s failure to comply with these Terms will result in automatic termination of this license, with or without prior notice, and Subscriber must immediately destroy all copies of any downloaded materials in its possession or control.

   3. Except for the limited license set forth in these Terms, Socialprofiler does not grant Subscriber any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.

   4. Subscriber is not an agent or representative of Socialprofiler and Subscriber agrees that it will not represent that it is to any third party.

3. Usage Restrictions. By creating an Account, accessing, browsing, or using the Services, Subscriber agrees to the following “Usage Restrictions”:

   1. Subscriber will not use, intentionally or unintentionally, any of the Information acquired through the Services in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation having the force of law.

   2. Socialprofiler is not a consumer reporting agency. Subscriber agrees that it will not use any of the Information acquired through the Services as a factor in establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes, or for any other purpose authorized under section 1681b of the Fair Credit Reporting Act, 15 U.S.C.A. § 1681, et seq. (the “FCRA”), Federal Trade Commission or court interpretations of the FCRA, and similar state statutes. Socialprofiler disclaims any responsibility for the Subscriber’s improper use of Information in violation of the FCRA or similar statutes. Subscriber acknowledges that it is solely responsible for ensuring that its use of the Information and Services complies with all legal requirements.

   3. Subscriber will not use any Information acquired through the Services to make any telephone call or send any commercial email or text message that does not comply with the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), or any other applicable federal or state laws. Subscriber acknowledges that Subscriber is solely responsible for ensuring that telephone calls made or email or text messages sent using Information acquired through the Services are in compliance with the CAN-SPAM Act, the TPCA, and all other applicable federal or state laws. Subscriber acknowledges that Socialprofiler does not scrub any phone numbers contained in the Services through the National Do Not Call Registry or any other do-not-call registries. It is Subscriber’s sole responsibility to ensure compliance with any and all do-not-call, or similar, regulations before making any telephone calls.

   4. Subscriber will not use any of the Information acquired through the Services in any manner that may violate any local, state, federal, or international privacy law to which Subscriber may be subject on the basis of Subscriber’s location or the location of the person searched. Subscriber agrees not to search for, or submit to Socialprofiler, Information relating to persons that reside outside of the United States.

   5. Subscriber will not use the Services in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of Socialprofiler’s computer systems, including, but not limited to, the servers, networks, and other components connected to or used for this Website.

   6. Subscriber will not interfere with any third party's use and enjoyment of the Services, or of any of the Information provided through the Services.

   7. To the extent that Subscriber is able to upload, post or otherwise transmit content using the Services, the Subscriber agrees not to upload, post, or otherwise transmit any content that Subscriber does not have a right to transmit under any law or contractual or fiduciary relationships (including but not limited to insider information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

   8. Subscriber will not attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for the Services, through password mining, brute force, hacking, or any other means.

   9. Subscriber will not seek to gain access to any materials or information through any means not intentionally and specifically made available by Socialprofiler.

   10. Subscriber will not reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, or otherwise exploit this Website, or any portion thereof without Socialprofiler’s prior written consent. This includes, but is not limited to, the unauthorized use of any content, graphics, code, or other proprietary information made available through the Services. Any use of the Website or its contents for commercial purposes is strictly prohibited unless Subscriber receives prior written consent from Socialprofiler.

   11. Subscriber will not use any framing techniques to enclose any portion of this Website (including, but not limited to, images, text, page layout, and form) without Socialprofiler’s prior written consent.

   12. Subscriber will not make use of any trademarks, service marks, trade names, logos, and graphics on this Website without Socialprofiler’s prior written consent.

   13. Subscriber will not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities, or users.

   14. Subscriber will not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Website or the Information provided through the Services without Socialprofiler’s prior written consent.

   15. Subscriber will not use or otherwise export or re-export this Website, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other country.

   16. Subscriber will not:

       1. sell, resell, lease, license, sublicense, or otherwise provide the Services or any of the Information provided through the Services;

       2. use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury;

       3. reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law;

       4. use a list of specific social media accounts provided through the Services relevant to the search request provided by Subscriber (“Search Results”) and Information provided through the Services for training of any Artificial Intelligence or Machine Learning models;

       5. store Search Results in any manner(any and all Search Results shall be deleted fully after the respective Information (report) was obtained through the Services); or

       6. merge the Information received through the Services into a database or store the Information, except as archived individual reports.

4. To the extent Subscriber is a professional investigator or investigative company, Subscriber, represents, warrants, and agrees to the following requirements: (i) Subscriber is and shall continue to be appropriately licensed, if applicable, by the state(s) in which Subscriber operates; (ii) Subscriber’s services are provided strictly to businesses and not to individuals; and (iii) Subscriber’s services are used for applications only for which a legitimate GLBA permissible use exists.

5. Information Available Through Socialprofiler’s Services.

   1. The Information that may be made available to Subscribers through the Services is aggregated by Socialprofiler from various sources, including social networks, phone books, messengers, marketing surveys, business websites, and other public sources.

   2. Socialprofiler may compile Information and make assumptions about individuals based on their social media profiles and other publicly available data. However, Socialprofiler does not represent, warrant, or guarantee to Subscriber the accuracy, legitimacy, reliability, or legality of the Information, or how recently any Information was collected or updated. Subscriber should be aware that the data compiled and any assumptions made are not guaranteed to be correct, up-to-date, or suitable for any particular use.

   3. Socialprofiler does not independently verify the Information available through the Services, nor does it evaluate or endorse the content. The Information available through the Services, which may include photos and text messages obtained from social network profiles, is provided “as is” Socialprofiler does not assume responsibility for the content of these photos or text messages. Socialprofiler makes no representations or warranties regarding the accuracy, legitimacy, legality, or completeness of the Information, nor about how recently any Information was collected or updated.

   4. Socialprofiler shall not be liable for any errors, omissions, or inaccuracies in the Information or for any loss or damage incurred as a result of the use of or reliance on the Information. Subscriber is solely responsible for ensuring the appropriate and lawful use of the Information obtained through the Services. Any use of the Information provided by Socialprofiler for illegal purposes, including but not limited to committing a crime or harassing an individual or their family, may subject the Subscriber to criminal prosecution and civil liability.

   5. Socialprofiler has relationships with third parties that allow Socialprofiler to receive data that users post and otherwise make public on social media. This may also include access to information that users post and like, as well as access to profiles that users follow on social media platforms. Socialprofiler may compile this data and use it in its Services, but does not guarantee the accuracy or suitability of this data for any particular purpose.

   6. Social media users who do not want their data processed by Socialprofiler can make their account or posts private or, to the extent applicable, remove Socialprofiler and its representatives from their followers. However, Socialprofiler cannot control the decisions or actions of third parties who may have previously shared or processed this data.

6. Disclaimer of Warranties.

   1. SOCIALPROFILER PROVIDES THE SERVICES AND THE INFORMATION AVAILABLE THROUGH THE SERVICES “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO:

      1. WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, DELAYS, AND NONINFRINGEMENT; AND

      2. WARRANTIES THAT ACCESS WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE.

   2. BY ACCESSING, BROWSING, OR USING THE SERVICES, SUBSCRIBER ACKNOWLEDGES THAT THE PROVISION OF INFORMATION PROVIDED THROUGH THE SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA. SUBSCRIBER FURTHER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED THROUGH THE SERVICES IS AGGREGATED FROM PUBLIC SOURCES AND SOCIALPROFILER DOES NOT WARRANT THE ACCURACY, LEGITIMACY, OR LEGALITY OF THE INFORMATION PROVIDED. SUBSCRIBER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE INFORMATION AND AGREES TO INDEMNIFY AND HOLD SOCIALPROFILER HARMLESS FROM ANY CLAIMS ARISING FROM SUCH USE.

7. Limitation of Liability.

   1. To the extent permitted by law, in no event will Socialprofiler be liable, in contract, tort, strict liability, or otherwise, for any of the following:

      1. Indirect, incidental, special, punitive, exemplary, or consequential damages of any kind arising out of, or in connection with use of the Services or the Information, whether or not Socialprofiler has been advised of the possibility of such damage.

      2. Loss of business, profits, business information, or business interruption, or any other pecuniary loss.

      3. For direct damages, actually proven, exceeding the amount Subscriber paid for the Services. This limitation shall be enforced even if it causes an exclusive remedy to fail of its essential purpose.

      4. Any claim relating to Socialprofiler’s procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Information.

      5. Any decision made or action taken by Subscriber in reliance upon the availability of the Information. Subscriber agrees to rely on the Information at Subscriber’s own risk.

   2. Socialprofiler reserves the right, at any time, in Socialprofiler’s sole and exclusive discretion, to amend, modify, suspend, or terminate the Services and any information or content, or any part thereof, and/or Subscriber’s use of or access to them, with or without notice. Socialprofiler shall have no liability to Subscriber or any other person or entity for any modification, suspension, or termination, or any loss of related information.

   3. Certain features of Socialprofiler may depend on social networks and the features and functionality they make available to Socialprofiler or its data providers. Socialprofiler does not control the features and functionality of any social networks, and they may change without any notice to us. If a social network stops providing access to some or all of the features or functionality currently or historically made available to Socialprofiler or its data providers, Socialprofiler may stop providing access to certain features and functionality of the Services. Socialprofiler will not be liable to Subscriber for any refunds or any damage or loss arising from or in connection with any such change made by a social network or any resulting change to the Services.

   4. Socialprofiler’s aggregate liability to Subscriber shall be limited to the total amount paid by Subscriber to Socialprofiler in the twelve (12) months preceding such Subscriber claim.

8. Refunds. Socialprofiler is offering non-tangible irrevocable goods. Accordingly, Socialprofiler does not issue refunds once the Information is delivered and available on Subscriber’s dashboard.

9. Indemnification.

   1. Subscriber agrees to indemnify, defend, and hold Socialprofiler and its officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages, settlements, and costs, including reasonable attorneys' fees, arising out of or related to any violation of these Terms by Subscriber or Subscriber’s use of the Services. This includes, but is not limited to, any actions taken by Subscriber or on Subscriber's behalf based on the Information provided through the Services, or any claims alleging that the Information provided by Socialprofiler was inaccurate, incomplete, or unsuitable for any particular purpose.

   2. Socialprofiler reserves the right to assume exclusive control of its defense in any matter subject to indemnification by Subscriber, and Subscriber agrees to cooperate with Socialprofiler’s defense of such claims. This shall not excuse Subscriber of its obligation to indemnify Socialprofiler. Subscriber shall not settle any dispute subject to Subscriber’s indemnification under these Terms without prior written consent from Socialprofiler.

   3. Subscriber acknowledges that any breach of these Terms by Subscriber, including the use of Information contrary to the disclaimed representations and warranties in this Agreement, would cause Socialprofiler irreparable harm for which monetary damages alone would be insufficient. Therefore, in addition to any other available remedies, Socialprofiler shall be entitled to injunctive relief, without having to post a bond.

10. Assignments. Socialprofiler may assign these Terms at any time without notice to Subscriber. Subscriber may not assign these Terms to anyone else, and any attempt to assign shall be null and void.

11. Privacy. Subscriber acknowledges and agrees Subscriber has reviewed Socialprofiler’s Privacy Policy, which describes Socialprofiler’s privacy practices and explains how Socialprofiler uses the personal information collected on this Website or via the Services. The Privacy Policy is incorporated herein by reference and explicitly made a part of these Terms.

12. Payment Terms.

    1. Free Trials. Socialprofiler may provide Subscriber with the opportunity to try out the Services on a free, trial basis. The terms of any such trial shall be fully disclosed prior to purchase. Subscriber is responsible for reviewing such terms prior to accepting any free trial offered by Socialprofiler.

    2. Membership Plans.

       1. Socialprofiler offers a variety of Membership Plans. Details about the specific Membership Plan, including the payment period for each plan, are provided during the enrollment process. By subscribing to a Membership Plan, Subscriber agrees to receive access to the Services offered at enrollment, subject to the billing terms provided herein.

       2. All Membership Plans are billed at the beginning of the payment period and payment is non-refundable. Unless otherwise indicated in Subscriber’s Membership Plan details, Socialprofiler will automatically renew each Membership Plan at the end of each payment period. Each Membership Plan will be open and active until it is canceled, suspended, or terminated in accordance with these Terms.

       3. Subscribers may opt to pay for Membership Plans using a credit card. By providing credit card information, Subscriber certifies that it is an authorized user of the credit card. Socialprofiler does not store or process full credit card information. Instead, Socialprofiler employs independent and reputable third-party payment processors to store and process credit card information. In the event a credit card payment attempt fails, Socialprofiler is entitled to undertake subsequent attempts to process the payment. The Services Services may be suspended or terminated at Socialprofiler’s discretion if a payment is delinquent.

       4. Credit card payments will be processed at the end of each payment period for the amounts due for (1) the next payment period’s Membership Plan fee, (2) any Membership Plan overages incurred during the prior period, and (3) any additional services purchased during the prior period.

       5. Subscribers may also opt to pay by being invoiced. In addition to any payment terms described in the invoice, invoices must be paid within thirty (30) days of issuance. If any invoice is unpaid within sixty (60) days of the invoice date, Subscriber’s access to the Services may be suspended or terminated at Socialprofiler’s discretion. If Subscriber requires the use of a purchase order or purchase order number, Subscriber (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Subscriber purchase order or otherwise provided by Subscriber to Socialprofiler will not apply to these Terms and are null and void.

    3. Membership Plan Cancelation.

       1. Subscriber may cancel a Membership Plan at any time and for any reason. To cancel, select “Usage & Subscriptions” within the Account Settings while logged into Subscriber’s Account.

       2. Subscriber will receive a cancellation confirmation after cancellation and will be billed only for any Membership Plan overages already incurred or additional services already purchased.

       3. Cancellation of a Membership Plan does not entitle Subscriber to any refunds of already-processed payments, or to be prorated for partial-month usage. Subscriber will continue to have access to the Services until the end of the current payment period.

       4. Subscriber should contact Customer Care at support@socialprofiler.com regarding any problems encountered during the cancellation process.

13. Communications from Socialprofiler. Subscriber may, from time to time, receive email communications from Socialprofiler about Subscriber’s Account or features of the Services. Subscriber may elect to opt out of these communications at any time by following the instructions and link provided within the email communication.

14. Links to Other Websites. Subscriber may find links to other Internet sites or resources on our Website that offer content, goods, or services. Subscriber acknowledges and agrees that Socialprofiler has no responsibility or liability (directly or indirectly) for: (i) the availability of such external sites or resources; (ii) any content, advertising, products, or other materials on or available from such sites or resources; or (iii) any damage, loss, claim, or complaint (actual or alleged) caused by, arising from, or in connection with Subscriber’s use of or reliance on any such content, goods, or services available on or through any such site or resource.

15. Patents, Copyrights and Trademarks

    1. The technology and Information provided on this Website are owned by or licensed to Socialprofiler and protected by United States and international intellectual property laws. Socialprofiler and its licensors retain all proprietary rights to that Information and technology. The trademarks, service marks, trade names and logos appearing on this Website are trademarks of Socialprofiler and or its affiliates or licensors.

    2. The entire content of this Website, including but not limited to the Information, is copyrighted. Unless permitted under these Terms, no part of this Website may be reproduced, duplicated, copied, downloaded, stored, further transmitted, disseminated, transferred, or otherwise exploited without Socialprofiler’s prior written consent.

    3. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise.

16. Submission of Confidential Information and Ideas; Submission of User Provided Content.

    1. From time to time, Subscribers may submit ideas to Socialprofiler for improving the Services, either by email or in the course of an interaction with a Socialprofiler team member. Socialprofiler has no obligation to treat this material as confidential information. To the extent that Subscriber wishes to have an idea remain confidential, to retain rights in the idea, or to be compensated for submission of the idea, please do not submit the idea to Socialprofiler. Subscriber acknowledges that Socialprofiler may use all content and ideas submitted for any lawful purpose and Subscriber is not entitled to any compensation for Socialprofiler’s use of the content or ideas.

    2. Portions of the content on the Services are submitted by Subscriber and other users (“User Provided Content’”, to which Subscriber may contribute appropriate material. User Provided Content includes, but is not limited to, any information Subscriber uploads to Socialprofiler or any Socialprofiler applications, any posts Subscriber make on the Services or any Socialprofiler applications, and any comments or suggestions Subscriber sends to us. For User Provided Content, Socialprofiler merely hosts and provides access as well as provides tools to post and share content. Socialprofiler does not assume any liability with regard to such material (including with respect to its accuracy). While Socialprofiler cannot preview or monitor the User Provided Content, Socialprofiler may delete any User Provided Content that Socialprofiler believes to be in violation of these Terms. Socialprofiler reserve the right, but does not have the obligation, to act expeditiously to remove or disable access to any User Provided Content that Socialprofiler believes violates these Terms. Socialprofiler is also sensitive to the copyrights and other intellectual property rights of others.

    3. The decision to upload or share User Provided Content is Subscriber’s responsibility and Subscriber should only submit or share User Provided Content that belongs to Subscriber (or where Subscriber has obtained all necessary permissions or consents) and that will not violate the rights of others. Be aware that copyright and other intellectual property rights will normally belong to the creator of the material in question and Subscriber should not reproduce or submit anything without permission of the owner. By submitting User Provided Content, Subscriber represents and warrants that Subscriber has the right to do so or that Subscriber has obtained any necessary third party consents (e.g., under privacy or intellectual property laws). Subscriber agrees to be liable to and indemnify Socialprofiler for any loss or damage suffered as a result of breach by Subscriber of the foregoing warranties. Upon request, Subscriber agrees to furnish Socialprofiler with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate Subscriber’s compliance with this provision.

    4. By submitting User Provided Content, Subscriber grants Socialprofiler a perpetual, transferable, sublicensable, worldwide, royalty-free, license to host, store, copy, publish, distribute, provide access to create derivative works of, and otherwise use User Provided Content submitted by Subscriber, to the extent and in the form or context Socialprofiler deems appropriate on or through any media or medium and with any technology or devices now known or hereafter developed or discovered. Subscriber hereby releases Socialprofiler from any and all claims, liens, demands, actions or suits in connection with the User Provided Content submitted by Subscriber, including, without limitation, any and all liability for any use or nonuse of Subscriber’s User Provided Content, claims for defamation, invasion of privacy, right of publicity, emotional distress or economic loss. This license continues even if Subscriber stops using the Services.

    5. Socialprofiler may scan, image and/or create an index from the User Provided Content Subscriber submits. When this occurs, Subscriber grants Socialprofiler a license to the User Provided Content as described above and Socialprofiler will own the digital version of documents created by Socialprofiler as well as any indexed information that Socialprofiler creates. Except for the rights granted in these Terms, Socialprofiler acquires no title or ownership rights in or to any User Provided Content Subscriber submits and nothing in these Terms conveys any ownership rights in such User Provided Content. The licenses granted continue for the maximum time permitted by applicable law, even if Subscriber stops using the Services.

    6. Subscriber acknowledges and agrees that Socialprofiler may preserve any User Provided Content and may disclose any User Provided Content (including its origin) if Socialprofiler believes that it is required to do so by law or that such preservation or disclosure is reasonably necessary to: (a) comply with legal process or governmental requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or safety of Socialprofiler, the Services, other users, or the public.

17. Confidentiality. Subscriber shall hold in confidence and shall not disclose, in whole or in part, information relating to the Services, including, without limitation, products, systems, processes, pricing, data sources, the Information, other technical and financial information, and any analyses, compilations, and reports derived from any of the foregoing. Except for the limited access and use rights granted herein, Socialprofiler retains all rights, title and interest in the Services and any information, including the Information, derived from it, and Subscriber is not granted any ownership rights or title thereto.

18. Termination. Subscriber acknowledges and agrees that Socialprofiler, in its sole discretion, may terminate Subscriber’s access to the Services if Subscriber’s conduct is found to be unlawful, inconsistent with, or in violation of, the letter or spirit of these Terms, or for any other reason. Socialprofiler shall not be liable to Subscriber or any third party for termination of access to the Services. Should Subscriber object to any of these Terms, or to any subsequent modifications thereto, Subscriber’s only recourse is to immediately discontinue use of the Services.

19. Notification. Any notices to be given to Socialprofiler under these Terms shall be made in writing to  legal@socialprofiler.com or to the following address:

    Socialprofiler, LLC 100 Spectrum Center Dr Suite 900 Irvine, CA 92618

    Subscriber agrees that Socialprofiler can send Subscriber electronic notices to the email address that Subscriber provided to Socialprofiler in creating Subscriber’s Account or by displaying the notice on this Website. Subscriber agrees that all notices, agreements, disclosures, and other communications that Socialprofiler provides Subscriber electronically satisfy any legal requirement that such communications be in writing.

20. Choice of Law; Venue. These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the use of the Services shall be resolved exclusively in the state or federal courts located within the State of California, and the parties consent to the personal jurisdiction and venue of such courts.

21. Agreement to Arbitrate. Please read this carefully as it affects the rights of Subscriber. Disputes Subject to Arbitration. Socialprofiler and Subscriber agree to arbitrate all disputes and claims between us, including, but not limited to:

    1. Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;

       2. Claims that arose before this or any prior agreement between Socialprofiler and Subscriber (including, but not limited to, claims relating to advertising or disclosures); and

       3. Claims that may arise after the termination of this agreement. Notwithstanding the foregoing, either party may bring an individual action in small claims court, provided that it seeks relief that does not affect other Subscribers. Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of paragraph (20)(e) below, is for the court to decide. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the agreement between us.

    2. Dispute-Resolution Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Socialprofiler should be addressed to: General Counsel, Socialprofiler, LLC, 100 Spectrum Center Dr Suite 900 Irvine, CA 92618 (“Notice Address”). The Notice must (i) provide Subscriber’s mailing address, phone number, and account name (if any); (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought (“Demand”). If Socialprofiler and Subscriber do not reach an agreement to resolve the claim within 60 days after the Notice is received, Subscriber or Socialprofiler may commence an arbitration proceeding with the American Arbitration Association (“AAA”).

    3. Costs of Arbitration. Socialprofiler will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated by Socialprofiler. The payment of those fees for any arbitration that Subscriber initiates will be governed by the AAA Rules. The filing fee currently is $125 for claims for up to $10,000 in damages, but is subject to change by the AAA. However, if Subscriber initiates an arbitration in accordance with the notice requirements of paragraph (20)(b) and is seeking relief valued at $300 or less (both to Subscriber and Socialprofiler), Socialprofiler will pay all AAA filing, administration, and arbitrator fees. If Subscriber’s claim is for greater than $300 but less than $10,000, Socialprofiler will pay all such fees in excess of $20. After Socialprofiler receives notice at the Notice Address that Subscriber has commenced such an arbitration, Socialprofiler will promptly reimburse Subscriber for any portion of the filing fee that Subscriber paid that Socialprofiler has agreed to pay. If the arbitrator finds that either the substance of Subscriber’s claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules, and Subscriber agrees to reimburse Socialprofiler for any amounts Socialprofiler paid on Subscriber’s behalf to the AAA.

    4. Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this arbitration provision. The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The AAA shall administer the arbitration. If the AAA is unavailable, the arbitration will be administered by another arbitration provider that the parties agree to or that the court selects. Unless Socialprofiler and Subscriber agree otherwise, any arbitration hearings will take place in the county (or parish) of Subscriber’s residence at the time of the filing of the Demand. If Subscriber brings a claim for $10,000 or less, Socialprofiler agrees that Subscriber may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in person hearing as established by the AAA Rules. If Subscriber’s claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Arbitrators may consider but shall not be bound by rulings in prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law. Unless the parties agree otherwise, Subscriber and Socialprofiler must bring all directly related claims in a single arbitration proceeding. If Subscriber or Socialprofiler later initiate a subsequent arbitration asserting claims that are directly related to ones that were raised in a prior arbitration between the same parties, the AAA or the arbitrator shall either: (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss any claims raised in the subsequent arbitration that would be barred by applicable law if brought in court.

    5. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Although under some laws Socialprofiler may have a right to an award of attorneys’ fees and expenses if it prevails in an arbitration, Socialprofiler agrees that it will not seek such an award unless Subscriber is represented by an attorney and the arbitrator has determined that Subscriber’s claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).

    6. Prohibition of Class or Representative Actions and Non-Individualized Relief. SUBSCRIBER AND SOCIALPROFILER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both Subscriber and Socialprofiler agree otherwise, the arbitrator may not consolidate more than one Subscriber’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the claimant and would not affect other users of the Services . Neither Subscriber nor Socialprofiler may seek non-individualized relief that would affect other users of the Services. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

    7. Future Changes to Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, Socialprofiler agrees that if Socialprofiler makes any future change to this arbitration provision (other than a change to the Notice Address, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change.

22. Severability of Provisions: If any provision of these Terms is deemed unlawful, void, or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.

23. Entire Agreement: These Terms and any Socialprofiler policies posted on Socialprofiler.com constitute the entire agreement between Subscriber and Socialprofiler and supersede all previous written or oral agreements. Except as provided in Section 21, if any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by Socialprofiler to enforce any term of these Terms shall not affect Socialprofiler’s right to require performance at any subsequent time, nor shall a waiver of any breach of any provision of these Terms be taken to be a waiver of the provision itself.

Last Updated: November 2024