Terms of Service

Effective Date: March, 2016

PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR PARTICIPATION IN THE PROGRAM.

THESE TERMS OF SERVICE ARE NOT AN EMPLOYMENT CONTRACT: The Terms are not an employment agreement and do not create any binding agreement with any party for future or continued employment for any employee or anyone else. These are the terms and conditions that are applicable to the Program, which may be revoked by Company, at any time, for any reason with or without notice to the eligible employees.

Introduction

SocialChorus (“Company”) offers the SocialChorus Engagement Program (this “Program”), which is a program where invited SocialChorus employees have an opportunity to participate in offered promotional and sharing activities, subject to the terms and conditions set forth in this Terms of Service (these “Terms”). This Program is operated and administered on behalf of SocialChorus by a service provider, SocialChorus, Inc. (“SocialChorus”). As used in these Terms, the terms “we,” “us,” and “our” shall be deemed to collectively refer to both SocialChorus and Company.

By accessing or participating in the Program, you accept and agree to be legally bound by these Terms, whether or not you sign-up as a Participant (defined below) of the Program. If you wish to become a Participant and participate in the Program, please read these Terms and indicate your acceptance to these Terms by following the instructions in the Program sign-up process. It is important that you review these Terms regularly. We may impose limits on certain features, activities, promotions or services and may restrict, suspend, terminate your access to the Program, in whole or in part, at any time and for any or no reason, with or without prior notice and without liability.

Each time you access and/or use the Program, you agree to be bound by and comply with these Terms and any Additional Terms (defined below). If you do not agree to these Terms, please do not participate in the Program. The business realities associated with operating the Program are such that, without the limitations that are set forth in these Terms -- such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – we would not make the Program available to you.

In some instances, both these Terms and separate guidelines, rules, or terms of service, setting forth additional or different terms and/or conditions will apply to your use of the Program (in each such instance, and collectively, “Additional Terms”). For example, in addition to these Terms, any contest, sweepstakes or other promotion we may offer as part of the Program or to Program Participants, is and will also be subject to separate official rules (“Official Rules”) which will be posted in the Program during the applicable promotion period and which will govern Participants’ participation, and our execution, of each such promotion. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Any information Participants provide to us in connection with this Program or any contest, sweepstakes or other promotion or offer operated in connection with this Program is subject to SocialChorus’ Privacy Policy.

Linkable Table of Contents

1. Eligibility. To participate in the Program, you must meet the eligibility requirements at the time of Program enrollment. Once enrolled in the Program, you must remain an employee in good standing throughout the Program Period (defined below) to continue to be eligible to participate in the Program. If, during the Program Period, you are no longer employed with Company, your participation in the Program automatically terminates and you will have no further right to participate in the Program.

Participants are not permitted to work on Program activities during off-work hours or days, unless authorized in writing by the Company. Participants shall not receive any overtime pay or other compensation for any work performed in connection with the activities in connection with the Program and participants should not expect to receive any compensation other than their normal pay. Any prizes or benefits won as part of the Program are not considered a bonus or are part of any bonus program that Company may offer, except as may be determined by applicable law.

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2. Program Sign-Up. To become a Program Participant, eligible individuals may sign-up for this Program by clicking on the links and following the instructions the invitation. Enrolled persons will also have a Program account (referred to herein as the “Participant Account”). Individuals who sign-up for the Program and receive a Participant Account are referred to in these Terms as, “Participants.” Participation in the Program constitutes Participant’s full and unconditional agreement to these Terms and SocialChorus’ and Company’s decisions, which are final and binding in all matters related to the Program. In order to participate in activities offered as part of the Program, Participants may be required to provide access to their accounts at social networking sites (such as, for example, Twitter, Facebook, Foursquare and Instagram).

In connection with your Participant Account, you agree that: (i) You will provide true, accurate, current, and complete information about yourself in connection with the sign-up process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (ii) You are solely responsible for all activities that occur under your Participant Account – whether or not you authorized the activity; (iii) You are solely responsible for maintaining the confidentiality of your Participant Account password and for restricting access to your Device (defined below) so that others may not access the Program or your Participant Account using your name, username, or password; (iv) You will immediately notify us of any unauthorized use of your Participant Account, password, or username, or any other breach of security by emailing us at support@socialchorus.com; and (v) You will not sell, transfer, or assign your Participant Account. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, or any applicable law, then we may suspend or terminate your participation in the Program. We also reserve the more general and broad right to terminate your Participant Account or suspend or otherwise deny you access to either of them or their benefits – all in our sole discretion, for any reason, and without advance notice or liability.

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3. Participant-Required Disclosures and Representations and Warranties. In connection with certain activities, from time to time, Participants will receive access to Company content that is made available by us through the Program (“Official Content”), and, depending on your selected settings, will include a request for permission to post that Official Content on Participant’s behalf at various third party social sharing sites, such as facebook.com, twitter.com, instagram.com, or other sites or services we make available from time to time during the Program (the “Approved Site(s)”), which Approved Site accounts are registered by Participant with the Program (“Site Accounts”). Each participant enrolled in this Program (each, a “Participant”) who submits or shares Official Content or User Content (defined below) on an Approved Site in connection with this Program is required by these Terms and by law to disclose their employment relationship with Company or anything of value that is received by the Participant from SocialChorus or Company as encouragement for the Participant’s sharing of such content.

You acknowledge and agree that if any such disclosures are included by SocialChorus within any messaging that you share from the Program, you will not edit, alter or otherwise remove these disclosures from the message. You acknowledge that any failure to abide by the requirements set forth in the previous sentence may result in the termination of your Participant Account. Additionally, if you choose to share User Content or otherwise disclose your participation in the Program on your own or if the share functionality does not auto-generate the required disclosures, you agree to include the following statements as part of any message that mentions or otherwise references the Program, the User Content, the Official Content, or SocialChorus, you agree to include the hashtag “##{brand_formatted_name} Employee” or “#iwork4#{brand_formatted_name}”. Participants agree and represent and warrant to the following statements:

a. I will not post any information or content (including User Content (defined below)) or conduct any activity that may violate, or which encourages the violation of, applicable local, state or federal laws or regulations and will promptly remove any such content upon request by SocialChorus or Company.

b. I will not post any information or content (including User Content) that may infringe any intellectual property or other right of any third party and will promptly remove any such third party content upon request by SocialChorus or Company.

c. I have read and will fully comply with the Federal Trade Commission’s (“FTC’s”) Endorsement and Testimonial Guides (“Guides”) (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) when talking or writing about SocialChorus. Further, and without limitation, I:

i. Will clearly and conspicuously disclose my true identity and that I am a Company employee proximate to any mention by me of Company;

ii. Will not make any false, misleading or deceptive statement about Company’s products or services;

iii. Ensure that all my statements accurately reflect only my honest, current opinions and beliefs based on my personal experience;

iv. Will not purport to speak on behalf of Company; and

v. Maintain my social media activities related to this Program in a manner appropriate for a family audience and will not be rude or abusive.

I have watched the FTC’s video guidance for how to comply with the Guides: https://www.ftc.gov/news-events/audio-video/video/endorsement-guides and will follow the guidance at http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking.

d. I will strictly comply with all applicable Approved Site terms of service, membership agreements, privacy policies, and other similar applicable governing documents of any third-party sites, services or venues that I use in performing Program activities, including, without limitation, Twitter’s Terms of Service and Facebook’s Statement of Rights and Responsibilities.

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4. Timing and Termination. The “Program Period” will begin effectively on the date of contract execution and the period of the program will be based on the start and end date of the contracted term. The end date will be determined in Company’s sole and absolute discretion based on the agreed upon terms and conditions of the contract. This date shall be posted on the Program or sent to you via email (the “Program End Date”). Company and SocialChorus make no guarantee or representation as to the length of time during which the Program will be offered, and the Program could end at any time. SocialChorus reserves the right to cancel, modify, restrict, suspend or terminate this Program or any aspect or feature of the Program and/or extend or shorten the current Program Period at any time without notice.

These Terms will remain in full force and effect while you use the Program and/or are a Participant. We may suspend or terminate your participation for any reason, at any time, including if you fail to remain an employee in good standing. If we suspend or terminate you because you have breached these Terms (including if you are no longer in good standing), you may terminated from the Program. Even after your participation is terminated, these Terms will remain in effect. We reserve the right, at our sole discretion, to pursue all of its legal remedies, including, but not limited to, deletion of your Participant Account, profile and submitted User Content, from the Program upon any breach by you of these Terms.

If you wish to discontinue your participation in this Program, please contact us at support@socialchorus.com.

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5. Content, Ownership, Limited License and Rights of Others.

A. Content. The Program contains a variety of: (i) materials and other items relating to Company and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Program, and the compilation, assembly, and arrangement of the materials of the Program and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of SocialChorus and Company (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).

B. Ownership. The Program (including past, present, and future versions) and the Content are owned or controlled by SocialChorus, Company and/or our licensors and certain other third parties. All Content included on the Program is used with the permission of SocialChorus, such as text, graphics, logos, icons, images, and audio clips. All right, title and interest in and to the Content available on the Program is the property of SocialChorus or our licensors or certain other third parties and is protected by United States and international copyright, trademark, patent or other intellectual property rights to the fullest extent possible.

C. Limited License. Subject to your strict compliance with these Terms and any Additional Terms, SocialChorus grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Program explicitly for you for use as part of or to be incorporated into your User Content (“SocialChorus Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the SocialChorus Licensed Elements are made available on the Program; but we and our licensors and certain other third parties, as the case may be, retain ownership of such SocialChorus Licensed Elements. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Company’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content and/or SocialChorus Licensed Elements, subject to certain Additional Terms. You may not distribute, modify, transmit, reuse, re-post, or use the Content on the Program for public or commercial purposes, including the text, images, audio, and video without SocialChorus’ written permission.

D. Rights of Others. When using the Program, you must respect the intellectual property and other rights of SocialChorus and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. SocialChorus respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Program, then please see Section 11 below.

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6. Terms Applicable To User Content.

A. User-Generated Content.

(i) General. SocialChorus may now or in the future offer Participants the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Program messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding SocialChorus Licensed Elements included therein, “User Content”). SocialChorus may allow you to do this through forums, blogs, message boards, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content.

(ii) Non-Confidentiality of Your User Content. Except as otherwise described in the SocialChorus posted Privacy Policy or any Additional Terms, you agree that: (a) your User Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) SocialChorus does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon SocialChorus’ request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk.

In your communications with SocialChorus, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for vehicles, music, web sites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Program are deemed User Content and licensed to us as set forth below. In addition, SocialChorus retains all of the rights held by Participants of the general public with regard to your Unsolicited Ideas and Materials. SocialChorus’ receipt of your Unsolicited Ideas and Materials is not an admission by SocialChorus of their novelty, priority, or originality, and it does not impair SocialChorus’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

(iii) License to SocialChorus of Your User Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you grant to SocialChorus and Company, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute (i.e., for purposes of sharing your User Content), reproduce, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to SocialChorus and Company to your User Content, you also grant to SocialChorus and Company the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 6(A)(iii).

(iv) SocialChorus’ Exclusive Right to Manage our Venue. SocialChorus may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and SocialChorus may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including without limitation, the content restrictions set forth in the Code of Conduct. Such User Content submitted by you or others need not be maintained on the Program by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content in connection with the Program or elsewhere.

(v) Representations and Warranties Related to Your User Content. Each time you submit any User Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User Content you submit, and that, as to that User Content: (a) you are the sole author and owner of the intellectual property and other rights to the User Content, or you have a lawful right to submit the User Content and grant SocialChorus the rights to it that you are granting by these Terms and any Additional Terms, all without any SocialChorus obligation to obtain consent of any third party and without creating any obligation or liability of SocialChorus; (b) the User Content is accurate; (c) the User Content does not and, as to SocialChorus’ permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User Content will not violate these Terms (including the Code of Conduct) or any Additional Terms, or cause injury or harm to any person.

(vi) Enforcement. SocialChorus has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at SocialChorus’ cost and expense, to which you hereby consent and irrevocably appoint SocialChorus as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

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7. Participant Disputes. You are solely responsible for your interactions with other Participants, whether online or offline. We are not responsible or liable for the conduct or content of any Participant. SocialChorus reserves the right, but have no obligation, to monitor or become involved in disputes between you and other Participants. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

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8. Code of Conduct. You understand and agree that SocialChorus may review and delete any User Content that in the sole judgment of SocialChorus violates these Terms or which might be offensive, inconsistent with what is appropriate in our Program, illegal, or that might violate the rights, harm, or threaten the safety of Participants. The following is a list of the kind of User Content that is prohibited on the Program. SocialChorus reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including, without limitation, removing the offending User Content from the Program and terminating the participation of such violators. Content that violates the “Code of Conduct” includes, but is not limited to, User Content that:

1. is patently offensive, such as User Content that promotes racism, discrimination, bigotry, hatred or physical harm of any kind against any group or individual;

2. harasses or advocates harassment of another person or any cursing, stalking, insuring comments, personal attacks or gossip;

3. involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”, or flooding;

4. contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);

5. displays obscene, pornographic or sexually explicit material of any kind or is defamatory or slanderous;

6. promotes any infringing, illegal, or other similarly inappropriate activity;

7. impersonates any other person, user, or company, or may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company;

8. solicits personal information from anyone; and

9. engages in commercial activities and/or sales without SocialChorus’ prior written consent, including, but not limited to, contests, sweepstakes, barter, advertising, and pyramid schemes.

Even though all of this is strictly prohibited, there is a small chance that Participants might become exposed to such items and each Participant further waives Participant’s right to any damages (from any party) related to such exposure.

Your participation in the Program is subject to these additional rules that are part of our Code of Conduct:

• Your User Content. All of your User Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User Content or has any rights to your User Content, or if anyone appears in the User Content, then you must also have their permission to submit such User Content to SocialChorus. (For example, if someone has taken a picture of you and your friend, and you submit that photo to SocialChorus as your User Content, then you must obtain your friend’s and the photographer’s permission to do so.)

• Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Program, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.

• Don’t Damage the Site or Anyone’s Computers or Other Devices. Your User Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Program or any computer or other Device.

• Others Can See. We hope that you will use the Program to exchange information and content and have venue appropriate discussions with other Participants. However, please remember that the site pages of the Program may be public or semi-public and User Content that you submit in connection with the Program may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on public or semi-public spaces and take care when disclosing this type of information to others.

• Don’t Share Other Peoples’ Personal Information. Your User Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by SocialChorus.

If you submit User Content that we reasonably believe violates this Code of Conduct, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User Content in question being removed from the Program. If you discover any content that violates these Terms, then you may report it to: support@socialchorus.com. For alleged infringements of intellectual property rights, see Section 11, below.

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9. Program and Content Use Restrictions.

A. Program Use Restrictions. You agree that you will not: (i) use the Program for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) transmit any chain letters or junk email to other Participants; (iii) use any meta tags or any other “hidden text” utilizing any Trademarks; (iv) engage in any activities through or in connection with the Program that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to SocialChorus; (v) reverse engineer, decompile, disassemble, reverse assemble, or modify any site source or object code or any software or other products, services, or processes accessible through any portion of the Program; (vi) engage in any activity that interferes with a user’s access to the Program or the proper operation of the Program, or otherwise causes harm to the Program, SocialChorus, or other Participants of the Program; (vii) interfere with or circumvent any security feature of the Program or any feature that restricts or enforces limitations on use of or access to the Program, the Content, or the User Content; or (viii) otherwise violate these Terms or any Additional Terms.

B. Content Use Restrictions. You also agree that, in using the Program: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Program by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the SocialChorus Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or websites, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of SocialChorus or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.

C. Availability of Program and Content. SocialChorus may immediately suspend or terminate the availability of the Program and Content (and any elements and features of them) in whole or in part for any reason, in SocialChorus’ sole discretion, and without advance notice or liability.

D. Reservation of All Rights Not Granted as to Content and Program. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Program. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by SocialChorus and its licensors and other third parties. Any unauthorized use of any Content or the Program for any purpose is prohibited.

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10. Linked Sites; Advertisements; Dealings with Third Parties.

A. Linked Sites; Advertisements. In addition to Perks, the Program may also contain other links to sites that are controlled by third parties (“Linked Sites”). Those Linked Sites are not controlled by SocialChorus, and Participants acknowledge that SocialChorus is not responsible for the content of any such Linked Site or any link contained in a Linked Site. SocialChorus provides such links only as a convenience, and the inclusion of any link does not imply endorsement by SocialChorus of any Linked Site. SocialChorus does not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, SocialChorus is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such Linked Sites. Finally, SocialChorus will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Sites. SocialChorus disclaims all liability in connection therewith.

B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Program (including on or via Linked Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). SocialChorus disclaims all liability in connection therewith.

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11. Designated Agent for Copyright Infringement Notification.

A. DMCA Notice. SocialChorus will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Service, then you may send us a written notice that includes all of the following:

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);

(iv) your full name, address, telephone number and email address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

(vii) your electronic or physical signature.

SocialChorus will only respond to DMCA Notices that it receives by mail, email or facsimile at the addresses below:

By Mail: SocialChorus, Inc., 123 Mission Street, 25th Floor, San Francisco, CA 94105 (Attn: DMCA Agent).

By email: support@socialchorus.com

It is often difficult to determine if your copyright has been infringed. SocialChorus may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and SocialChorus may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting SocialChorus’ other rights, SocialChorus may, in appropriate circumstances, terminate a repeat infringer’s access to the Service and any other website owned or operated by SocialChorus.

B. Counter-Notification. If access on the Service to a work that you submitted to SocialChorus is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

(i) a legend or subject line that says: “DMCA Counter-Notification”;

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the Service from which the material was removed or access to it disabled);

(iii) 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;

(iv) your full name, address, telephone number, e-mail address, and the username of your account;

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

(vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

12. Disclaimers. YOUR ACCESS TO AND USE OF THE PROGRAM IS AT YOUR SOLE RISK.

THE PROGRAM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, SocialChorus, Company, their parent companies and each of their respective subsidiaries and each of their respective employees, directors, Participants, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, “Program Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a) the Program (including the Content and the User Content);

(b) the functions, features, or any other elements on, or made accessible through, the Program;

(c) any products, services, or instructions offered or referenced at or linked through the Program;

(d) security associated with the transmission of your User Content transmitted to SocialChorus or via the Program;

(e) whether the Program or the servers that make the Service available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);

(f) whether the information (including any instructions) on the Program is accurate, complete, correct, adequate, useful, timely, or reliable;

(g) whether any defects to or errors on the Program will be repaired or corrected;

(h) whether your access to the Program will be uninterrupted;

(i) whether the Program will be available at any particular time or location; and

(j) whether your use of the Program is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A PROGRAM PARTY, THE PROGRAM PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

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13. Limitation on Liability. UNDER NO CIRCUMSTANCES WILL ANY PROGRAM PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a) the Program (including the Content and the User Content);

(b) your use of or inability to use the Program, or the performance of the Service;

(c) any action taken in connection with an investigation by Program Parties or law enforcement authorities regarding your access to or use of the Program;

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

(e) any errors or omissions in the Program’s technical operation; or

(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Program Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Program).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROGRAM PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TO ACCESS THE PROGRAM OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

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14. Our Rights. SocialChorus reserves the right to modify, suspend, cancel or discontinue the Program, in whole or in part, for any reason, at its sole discretion, with or without notice to Participants. SocialChorus may, among other things, withdraw, limit, modify, suspend or cancel any item and/or modify or regulate the items or benefits you may have accrued. Each Participant agrees that SocialChorus will not be liable to the Participant or any third party for any modification or discontinuance of the Program. SocialChorus reserves the right to interpret and apply the policies and procedures communicated in these Terms. SocialChorus reserves the right to terminate any Participant’s participation in the Program, to deny award of any item and/or terminate service if, in SocialChorus’ sole judgment, such Participant has in any way violated these Terms.

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15. Dispute Resolution.

A. APPLICABLE LAW/BINDING ARBITRATION. THESE TERMS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES, REGARDLESS OF WHERE YOU LIVE. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE PROGRAM TERMS, THE PROGRAM, REWARDS OR THE WEBSITE, OR THE BREACH OF THESE TERMS AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARBITRATION CLAUSE, SHALL BE SUBMITTED TO JAMS (“JAMS”) FOR FINAL AND BINDING ARBITRATION UNDER ITS STREAMLINED ARBITRATION RULES, TO BE HELD IN SAN FRANCISCO COUNTY, MARYLAND, BEFORE A SINGLE ARBITRATOR WHO SHALL BE A RETIRED JUDGE. THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF THE PARTIES CANNOT AGREE, THEN BY STRIKING FROM A LIST OF ARBITRATORS SUPPLIED BY JAMS. THE ARBITRATION SHALL BE A CONFIDENTIAL PROCEEDING, CLOSED TO THE GENERAL PUBLIC. THE ARBITRATOR SHALL ISSUE A WRITTEN OPINION STATING THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH THE ARBITRATOR’S AWARD IS BASED. THE ARBITRATOR SHALL HAVE THE POWER TO ENTER TEMPORARY RESTRAINING ORDERS AND PRELIMINARY AND PERMANENT INJUNCTIONS. NEITHER PARTY SHALL BE ENTITLED OR PERMITTED TO COMMENCE OR MAINTAIN ANY ACTION IN A COURT OF LAW WITH RESPECT TO ANY MATTER IN DISPUTE UNTIL SUCH MATTER SHALL HAVE BEEN SUBMITTED TO ARBITRATION AS HEREIN PROVIDED AND THEN ONLY FOR THE ENFORCEMENT OF THE ARBITRATOR’S AWARD.

B. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.

C. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim in small claims court.

D. No Class Action Matters. Except where prohibited by law, Participants (and former Participants agree that: (a) any and all disputes, claims and causes of action arising out of or connected with this Program or any points, prizes or benefits awarded hereunder will be arbitrated only on an individual basis, without resort to any form of class action, and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Program, but in no event attorneys’ or experts’ fees; and (c) under no circumstances will you be permitted to obtain awards for, and you hereby waive all rights to claim indirect, punitive, incidental and consequential damages and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased.

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16. Waiver of Injunctive or Other Equitable Relief. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY US (INCLUDING YOUR LICENSED USER CONTENT) OR A LICENSOR OF SOCIALCHORUS.

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17. Indemnity. In exchange for the right to participate in the Program, you agree to indemnify, defend (at our option) and hold us harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your User Content; (ii) your use of the Program and your activities in connection with the Program; (iii) your breach or anticipatory breach of these Terms or any Additional Terms; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the website and the Program; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us (including your User Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of SocialChorus. We are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause.

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18. Updates to Terms. These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which they apply, shall govern such use (including transactions entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE PROGRAM MAY BE MODIFIED AND WE MAY CEASE OFFERING THE PROGRAM UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE PROGRAM YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE PROGRAM (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE PROGRAM AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE REVISED TERMS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Program (at least prior to each transaction or submission). The revised Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms (and any applicable Additional Terms) that applied when you previously used the Program will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the e-mail you associated with your Participant Account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or Additional Terms by discontinuing use of the Program and related services.

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19. Communications, Notices & Customer Service. By signing-up for the Program, you agree that: (i) we may give you notices of important matters by prominently posting notice on the home page of the Program or in another reasonable manner we determine in our sole discretion; and (ii) we may contact you and send you communications by postal mail and e-mail at the addresses provided in your Participant Account. These communications may include marketing communications about the Program as well as other promotional offers unrelated to the Program and you consent to receive these communications from us. Your sign-up to the Program will serve as your express agreement to receive these marketing and similar communications from us. You may prospectively modify certain types of email communications that you receive from us relating to the Program by following the instructions contained within such emails. Such changes will only impact our email communications to the extent described in the modification process. You agree to promptly notify us if you change your e-mail or mailing address by updating your Participant Account.

If you have a question regarding using the Program, you may contact SocialChorus Customer Support by emailing us at support@socialchorus.com. You acknowledge that the provision of customer support is at our sole discretion and that we have no obligation to provide you with customer support of any kind.

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20. General Provisions.

A. Severability. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

B. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

C. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its site’s security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and any Additional Terms; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and any Additional Terms; and (vi) discontinue the Program, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any Additional Terms. Upon suspension or termination of your access to the Program, or upon notice from us, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Program. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

D. Assignment. We may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of SocialChorus.

E. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

F. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Program and you will be responsible for all charges related to them.

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21. Terms Applicable For Apple iOS and Microsoft Windows Phones. If you are accessing or using our Service through a Device manufactured and/or sold by Apple, Inc. (“Apple”, with such a device herein referenced as an “Apple Device”):

(i) To the extent that you are accessing the App through an Apple Device, you acknowledge that these Terms are entered into between you and SocialChorus and, that Apple is not a party to these Terms other than as third-party beneficiary as contemplated below.

(ii) The license granted to you in Section 5 of these Terms is subject to the permitted Usage Rules set forth in the Apple App Store Terms and Conditions (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the App.

(iii) You acknowledge that SocialChorus, and not Apple, is responsible for providing the App and Content thereof.

(iv) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or any support services to you with respect to the App.

(v) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.

(vi) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms, you acknowledge that, solely as between Apple and SocialChorus, SocialChorus and not Apple is responsible for addressing any claims you may have relating to the App, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(vii) Further, you agree that if the App, or your possession and use of the App, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

(viii) You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

(ix) When using the App, you agree to comply with any and all third-party terms that are applicable to any platform, website, technology or service that interacts with the App.

(x) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

If you are accessing or using the Service through a Device manufactured and/or sold by Microsoft (“Microsoft”, with such a device herein referenced as a “Microsoft Device”):

(i) Notwithstanding anything to the contrary in these Terms, you may download, stream, install and use one copy of the App on up to the number of Microsoft Devices that are associated with your Microsoft account you personally own or control and which are affiliated with the Windows Live ID associated with Your Windows Phone Marketplace account. You may not install or use a copy of the App on a Microsoft Device you do not own or control.

(ii) You acknowledge and agree that neither Microsoft, nor the manufacturer of your Microsoft Device(s), shall have any responsibility to provide to you any known applicable maintenance or support services in connection with your use of the App.

(iii) SUBJECT TO AND WITHOUT LIMITING THE GENERALITY OF SECTION 13, MICROSOFT’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE INITIAL PURCHASE PRICE PAID BY YOU FOR THE APP.

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