Description of Services and Our Role
As part of the Service, we calculate a Creator’s social brand value based on various factors, such as the Creator’s activity on social networks, number of subscribers/followers, the engagement of the Creator’s subscribers/followers and other data points and metrics (the Creator’s “Social Brand Value”). The Creator hereby acknowledges and agrees that our calculation of the Social Brand Value is an estimate only and we do not make any guarantees relating to the accuracy or the reliability of such Social Brand Value. The Service brings together Creators and Advertisers and facilitates the promotion of an Advertiser’s brand by the Creator (each a “Campaign”). As a part of the Service, we offer Creators the ability to generate custom proposals for Advertisers (each a “Proposal”) for the purpose of engaging in Campaigns (the “Creator Proposal Feature”). We also offer Advertisers the ability to search directly for Creators and invite Creators to participate in Campaigns (the “Advertiser Offer Feature”). The Service facilitates the discussion and negotiation of some of the key terms relating to the Campaign and displays such terms in a statement of work (“Statement of Work”). The Statement of Work typically describes the Campaign and what is required of the Creator, the duration/timing of the Campaign and the fees associated with the Campaign. SBB encourages the Creator and Advertiser to memorialize all terms associated with the Campaign in an agreement that may incorporate the Statement of Work and include other terms associated with the Campaign as negotiated between the parties (the “Campaign Agreement”). SBB is not a party to the Campaign Agreement, the Statement of Work or any transaction between Creators and Advertisers that originates on or through the Service. We are in no way responsible for the performance or non-performance of any Creator or Advertiser. The price and other terms of the Campaign Agreement remain subject to direct negotiation between the Creator and the Advertiser; provided however that Advertisers and Creators will be responsible for paying Transaction Fees to SBB as outlined below. SBB is not a law firm and we do not provide legal services. From time to time we may provide you with term sheets, forms, contracts or other documents to assist you in negotiating the Campaign Agreement (“Forms”). You acknowledge and understand that your use of these Forms is at your own risk and we do not guarantee that the Forms are complete, accurate or in compliance with local, regional, domestic or foreign laws. Furthermore, the Forms may not be customized for your particular needs as we do not apply the law to the facts of your situation. We encourage you to seek the advice and counsel of a licensed attorney in your jurisdiction for the proper use of Forms and to address any and all legal issues. Though we hope that all who use the Service will act honorably and treat each other fairly, we cannot verify the accuracy of any information provided by a Creator or an Advertiser. Nor can we assure the results of any transaction between a Creator and an Advertiser. When using the Service, we urge you to use common sense and good judgment. SBB is not associated or affiliated with any Creator or Advertiser, nor do we sponsor, endorse or guarantee any Creator or Advertiser.
Use and Restrictions
The Service will update your Social Brand Value periodically and you may access the Service to view your Social Brand Value as frequently as you wish. Creators may share their Social Brand Value with others provided that you do not remove or obscure any copyright, trademark or other proprietary notices or legends we include with the Social Brand Value. Advertisers and other users of the Service may access and use Social Brand Values for their own internal purposes but may not share or disclose Social Brand Values with any other party. You may use the Service only to the extent that you obey all laws, rules, and regulations applicable to your use of the Service. You will not: (i) adapt, alter, modify, improve, translate or create derivative works of the Service; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Service (except to the extent such restriction is prohibited by law); (iii) use any person, automated script, software or any other fraudulent or deceptive means, to click or otherwise activate any form of view, action, response mechanism, or advertising unit, so as to increase views, impressions, actions, or alter results of the Service or a Campaign; and (iv) except as may be specifically provided in a writing by us, provide any third party access to the Service on behalf of any third party, including as part of a time-sharing, outsourcing offering.
Fees and Payment
You agree to pay all fees set forth on the SBB account creation page based on the subscription tier and pricing model you have selected (the “Fees”). Unless otherwise agreed to by SBB in writing, you will not be charged any Fees during the fourteen (14) day period beginning on the date you create your account (the “Trial Period”). You have the ability terminate your account without penalty, and without payment of any Fees, at any time during the Trial Period by logging in to the Service and adjusting your account settings in the “My Account” menu. At the end of the Trial Period, if you have not already terminated your account, you will automatically be charged according to the applicable monthly or annual Fee you selected. If you wish to terminate your account subsequent to the end of the Trial Period you may do so at any time by logging in to the Service and adjusting your account settings in the “My Account” menu. Any such post-Trial Period termination will become effective at the end of your then-current subscription term. By way of example if you have elected a monthly subscription your termination will become effective at the end of the current month and if you have elected an annual subscription your termination will become effective twelve (12) months from the date you created your account, or the annual anniversary thereof, as applicable. Unless otherwise agreed to by SBB in writing, the Fees are non-refundable.
SBB uses third party payment processors such as PayPal, Inc. and Braintree, a division of PayPal. By using the Braintree or PayPal payment processing services you agree to be bound by the applicable services agreements, terms of service and/or privacy policies of such third party payment processors. Braintree’s Payment Services Agreement is available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells. PayPal’s User Agreement can be found at https://www.paypal.com/us/webapps/mpp/ua/useragreement-full.
You are required to pay a transaction fee for each Campaign. You will be presented with a Campaign page outlining the terms of each Campaign. On the Campaign page, a transaction fee for will be displayed (“Transaction Fee”). You agree to pay the Transaction Fee stated on such page in accordance with your payment terms, as set forth in the Campaign Agreement.
If a Campaign is generated using the Creator Proposal Feature, the Advertiser and the Creator shall each pay SBB a Transaction Fee equal to five percent (5%) of the amounts payable in connection with each such Campaign. If a Campaign is generated using the Advertiser Offer Feature, the Advertiser and the Creator shall each pay SBB a Transaction Fee equal to ten percent (10%) of the amounts payable in connection with each such Campaign. SBB may facilitate the transmission of payments from an Advertiser to a Creator in connection with a Campaign generated using either the Creator Proposal Feature or the Advertiser Offer Feature (each a “Facilitated Payment”). As an Advertiser, you hereby authorize SBB to deduct the Transaction Fee from any such Facilitated Payment prior to transferring the remaining funds to the Creator on your instructions. SBB is not your trustee or fiduciary in respect of any Facilitated Payments or any such Campaigns. SBB reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if SBB determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if SBB is required to cooperate with law enforcement.
If an Advertiser agrees to pay an annual fee (in advance) for use of or access to the Service (“Annual Fee”), then Advertiser will pay such fee prior to starting a Campaign. The Annual Fee and the Transaction Fee shall collectively be referred to herein as the “SBB Fee”.
You may pay the SBB Fee by credit card, bank account transfer, or a secondary method offered by SBB. If you elect to pay the SBB Fee by credit card or bank account transfer, you will be required to provide your credit card or bank account details to SBB and/or the third party payment service provider retained by SBB (the “Payment Service Provider”).
If you elect to pay by credit card or bank account transfer, you may be required to register with the Payment Service Provider, agree to Terms of Service of the Payment Service Provider and go through a review process as requested by the Payment Service Provider to set up their account with the Payment Service Provider. Terms of Service between you and the Payment Service Provider retained by SBB are available here (the “Payment Service Provider Agreement”). By accepting the Payment Service Provider Agreement, you agree that you have reviewed and agreed to the Payment Service Provider Agreement. Please note that SBB is not a party to the Payment Service Provider Agreement and that you, the Payment Service Provider and any other parties listed in the Payment Service Provider Agreement are the parties to the Payment Service Provider Agreement and that SBB has no obligations or liability to you under the Payment Service Provider Agreement. SBB is not responsible for any acts, or omissions or errors associated with the Payment Service Provider.
You may be charged a cancellation fee through the Payment Service Provider if you agree to a fee in a Campaign Agreement, but cancel it before it is completed.
You will be liable for any taxes (including VAT, if applicable) required to be paid on any fees associated with a Campaign Agreement or the SBB Fee (other than taxes on SBB’s income).
Except in the case of Transaction Fees payable in connection with Facilitated Payments, the Advertiser will, subject to Creator’s compliance with the terms and conditions of this Agreement, release the undisputed fees owed to the Creator for each Campaign. If the Advertiser disputes any amounts owed to the Creator pursuant to the Campaign, the Advertiser may withhold payment of the disputed amount but will pay undisputed amounts then due and owing. Creator is solely responsible for payment of all income and related taxes owed with respect to fees paid to Creator.
Ownership and License to Service
The Service is licensed and not sold. SBB and its licensors shall own and retain all right, title, and interest in and to the Service. SBB grants to you a worldwide, royalty-free, non-exclusive, revocable, limited license to use the Service as expressly provided hereunder. We reserve all rights not expressly granted to you in this Agreement. Copyright, trade secret, other intellectual property laws and international conventions protect the Service. We own all rights, title, interest and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. 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 other products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any monetary, confidentiality or other obligation, and that we are free to use, disclose, reproduce, license or otherwise distribute and exploit any Ideas without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone, without obligation or restriction of any kind. You further acknowledge that, by acceptance of your submission, SBB does not waive any rights to use similar or related Ideas previously known to SBB, or developed by its employees, or obtained from sources other than you. You agree that any information regarding the Service and the operation of the Service is the confidential information of SBB. You agree that you will not use or disclose any information relating to the Service unless authorized hereunder. The Advertiser owns all rights in the trademarks, branding or logos provided to the Creator for the Campaign (“Advertiser Content”). Subject to the Advertiser’s rights to such Advertiser Content, the Campaign and all content created by the Creator in connection with the Campaign is owned by the Creator (“Creator Content”). Any rights of Advertiser to the Creator Content shall be set forth in the Campaign Agreement.
From time to time a user of the Service may submit certain documents, messages, posts, comments, and any other text, content, information or data to the Service (“Your Content”). You are solely responsible for Your Content. Your Content, Creator Content and Advertiser Content shall be collectively referred to as “Content” and use of the term “Content” in this Agreement applies to Your Content, Creator Content or Advertiser Content as applicable and relevant to you. You represent and warrant that the Content is accurate and is not in violation of any third party rights. You represent and warrant that you have obtained all necessary rights and licenses in all elements of the Content. Other than Content which constitutes Confidential Information (as defined below), Content is not confidential or privileged, and you waive rights of privacy or publicity in connection with the Content. You will not use the Service to upload, download, display, perform, transmit, or distribute any Content that is, nor will you engage in any activities that are, infringing, libelous, defamatory, erroneous, misleading, deceptive, offensive, hateful, obscene, pornographic, abusive, threatening, tortious, in violation of any privacy or Intellectual Property Rights, or otherwise unlawful, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar malware. You and your Agents: (a) grant to other users of the Service a non-exclusive right and license to use Your Content in connection with the use of the Service as permitted by this Agreement; (b) grant to SBB an ongoing, irrevocable, royalty-free, sublicensable, right and license to use, display and distribute, via any present or future medium, Your Content. Any use by SBB of the Advertiser Content or Creator Content will only be in order to provide the Service pursuant to this Agreement and for promotional purposes. You and each Agent bear all risks associated with the use of Content in any manner. SBB does not actively review Content, but we may refuse or delete any Content of which we become aware that fails to fulfill the purpose of the Service, is in breach of this Agreement, is in violation or law, or is otherwise inappropriate in our discretion. Please review the Section below titled “Copyright and Trademark Disputes” for additional terms relating to copyright and trademark disputes. In no way will SBB be liable in any way for any Content, including but not limited to, liability for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of such Content. We will have no obligation or liability to you or your Agents to maintain, store, or license any Content. Clear and Prominent Disclosure of Material Connections With Advertisers You are required to follow the Federal Trade Commission’s Endorsement Guides (“FTC Rules”). In the event an Advertiser engages you for a Campaign, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Advertiser. Material connections include, but are not necessarily limited to, the Advertiser providing you with something of value, such as free use of products or services. In general, disclosures should be:
- in clear and unambiguous language;
- as close as possible to the native ads to which they relate;
- in the same medium as the ad, for instance, in the video or in the Twitter post;
- in a font and color that’s easy to read;
- in a shade that stands out against the background;
- for video ads, on the screen long enough to be noticed, read, and understood; and
- for audio disclosures, read at a cadence that’s easy for consumers to follow and in words consumers will understand
As a Creator, it is your responsibility to understand and abide by the requirement imposed on you by the FTC and to ensure that a clear and conspicuous disclosure is made each and every time you create content for a Campaign. SBB is not responsible for any failure to comply with the FTC Rules. Non-Circumvention Period. Advertiser agrees that for a period of six (6) months following the date of Advertiser’s last communication with any Creator concerning a Campaign or any Campaign Agreement (whether or not such communications resulted in the creation of Creator Content or a Campaign), neither Advertiser nor any of Advertiser’s representatives/agents enter into any agreement with such Creator, directly or indirectly, for the creation of any online promotional media content except as through the Service or otherwise as approved in writing by SBB.
Copyright and Trademark Disputes
If you feel that any content on our website(s) infringes your copyright or trademark, please send our Copyright Agent a written notice with the following information:
- Identification of the infringing materials and their location on the website,
- Sufficient information to identify the copyrighted works,
- A statement that you have a good faith belief that there is no legal basis for the website’s use of the materials complained of,
- A statement of the accuracy of the notice and, under penalty of perjury, that you are authorized to act on the behalf of the owner,
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address.
If you believe that Content that you provided should not have been removed for alleged copyright or trademark infringement, you may send our Copyright Agent a written counter-notice with the following information:
- Identification of the material that has been removed or blocked and where it used to be found on the website (e.g., the URL),
- A statement under penalty of perjury that you have “a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled”, and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court applicable for your address and that you will accept service of process from person who issued the takedown notice (in other words, you agree to be sued if it comes to that).
Our designated Copyright Agent to receive notifications of claimed infringement is email@example.com. For clarity, only notices pursuant to this Section should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to customer service at firstname.lastname@example.org through our website at www.socialbluebook.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your notice may not be valid. We will respond to all such notices in accordance with applicable law and, if required, expeditiously remove, or disable access to, the allegedly infringing content. We may terminate the accounts of repeat infringers.
Your Privacy and the Privacy of Others
The Service may allow users to publish ratings and reviews and to access social media tools where users may post material accessible to others or transmit communications to others. Some of these tools may be operated by third parties, and your use of them is subject to both the terms of this Agreement and to the policies and terms of the third-party providers. Ratings and reviews are solely the opinions and the responsibility of the person or entity providing them and do not necessarily reflect the opinion of SBB. We are not responsible, or liable to you or any third party, for the content or accuracy of any ratings or reviews (or for users submitting false or misleading reviews). However, we reserve the right to remove, screen, edit, or reinstate ratings or reviews on the Service from time to time at our sole discretion for any reason or no reason, and without notice.
Permission to Link
You are free to establish a hypertext link to the Service or our websites so long as the link does not state or imply any endorsement or sponsorship of you, your channels, your products or services or your website by SBB or any of our affiliates. However, without our prior written permission, you may not frame any of the content of the Service or our websites, nor incorporate into another website or service any intellectual property of SBB or its licensors.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide such information at your own risk.
As a Creator or Advertiser, you must register with us and open an account (an “SBB Account”). During the SBB Account creation or registration process, you will be asked for certain information such as your name and other personal information. You must provide accurate and complete information in response to our questions. You must also keep your SBB Account information up-to-date. You must choose a reasonably descriptive name that clearly identifies you and a reasonably protective password. You are responsible for preserving the confidentiality of your password and for all actions of persons accessing the Service through any username/password assigned to you. You will notify us of any known or suspected unauthorized use of your SBB Account via email at email@example.com. If your request to open a SBB Account is approved, we may request additional identification from you at any time. If you refuse any of these requests, your SBB Account may be terminated. We reserve the right to suspend or terminate your SBB Account if you do not reasonably satisfy identity verification criteria. By creating a SBB Account or registering with the Service, you agree to receive certain communications in connection with the Service, whether from us or from other users of the Service. After creating an SBB Account or registering with the Service, you will be asked to complete your user profile. You must complete this in order to use the Service.
Third Party Platforms
Social Bluebook utilizes the YouTube API for any YouTube related data gathered. By using Social Bluebook, you are also agreeing to be bound by the YouTube Terms of Service. For more information please see YouTube’s Terms of Service https://www.youtube.com/t/terms
Terms Specific to Advertisers
In addition to representations and warranties in this Agreement, you represent and warrant that the products you provide to SBB and/or Creators in connection with any Campaign are safe for use for their intended purpose. If you are an agent and/or agency of an Advertiser, you shall disclose your principal(s) to SBB and to Creator and by such disclosure warrant your authority to bind your principal(s) to all of the terms and conditions of this Agreement. You and your principal(s) shall be jointly and severally liable for all payments of SBB Account balances due to SBB and/or Creator, and for all representations, warranties, indemnification and other obligations made by the other under this Agreement.
Representation and Warranties
You represent and warrant to us that, as applicable, (a) you are at least thirteen (13) years of age, (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement, (c) you are a legal United States resident, a United States citizen, or a business entity authorized to conduct business in one or more of the fifty states of the United States of America and the District of Columbia and will only access and use the Service within the United States and (d) your use of the Service will be in compliance with this Agreement. If you are not of legal age or otherwise do not have the necessary authority to form a binding contract with us, you must have permission from your legal guardian (in the manner required by SBB), in order to use the Service. If you are under 13 years of age, you are not authorized to use the Service and you may not attempt to create a SBB Account and you may not submit any information about yourself to us.
You will indemnify, defend, and hold us and our partners (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of this Agreement or our policies, (b) your wrongful or improper use of the Service, (c) any use by you of your Social Brand Value (including without limitation the accuracy of any information that you provide), (d) any transaction conducted by you through the Service (including without limitation the accuracy of any information that you provide or any claim or dispute arising out of products or services offered or sold by you), (e) any review, rating, comment, contact information, or testimonial which is published online through your use of the Service, (e) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights, (f) your violation of any law, rule or regulation of the United States (including without limitation any FTC requirements or guidelines) or any other country and (g) any other party’s access and/or use of the Service with your unique username, password or other appropriate security code.
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 US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SOCIAL BLUE BOOK, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) (COLLECTIVELY, THE “SBB PARTIES”) DO NOT WARRANT THAT THE SERVICE, THE SOCIAL BRAND VALUE OR ANY INFORMATION OBTAINED THROUGH THE SERVICE 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. THE Social Brand Value AND ANY INFORMATION OBTAINED THROUGH THE USE OF THE SERVICE IS USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTS OF YOUR RELIANCE ON SUCH INFORMATION. WE DO 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, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND OTHER USERS OF THE SERVICE OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. The Service is controlled and operated from facilities in the United States. We make no representations that the Service is appropriate or available for use in other locations.
Limitation of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE SBB PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL WE 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, THE SBB PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, (F) ANY ERRORS OR OMISSIONS IN ANY INFORMATION 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 (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ANY OF THE SBB PARTIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Binding Individual Arbitration
You and SBB agree to arbitrate all disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by an arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST US. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For any dispute, we will pay all the arbitration fees. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and SBB also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Service. Notwithstanding the foregoing, we may, in our sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief).
If any Campaign Agreement conflicts with the terms of this Agreement, the Campaign Agreement will govern but only as to the specific Campaign to which the Campaign Agreement applies. Notwithstanding the above, no Campaign Agreement may affect SBB’s rights, obligations or liabilities pursuant to this Agreement without the prior express written consent of an officer of SBB, and any such unapproved Campaign Agreement will be deemed void and of no force or effect as against SBB.
This Agreement and any dispute will be governed by California law and/or applicable federal law without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal claim, suit, action or proceeding arising out of this Agreement or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the federal courts of the United States or the courts of the State of California in each case located in the City of and County of Los Angeles and you waive any objection based on improper venue or forum non conveniens.
Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at www.socialbluebook.com or any other website maintained or owned by us for the purposes of providing Service. Any use of the Service after our publication of any such changes shall constitute your acceptance of this Agreement as modified. However, any dispute that arose before the modification shall be governed by the Agreement that was in place when the dispute arose.
You expressly acknowledge and agree that you are an independent organization and not SBB’s contractors, agents or employees. Except as expressly provided in this Agreement, these terms are a complete statement of the agreement between you and us, and they describe the entire liability of us and our vendors and suppliers and your exclusive remedy with respect to your access to and use of the Service. In the event of a conflict between this Agreement and any other SBB agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.