BAS Technologies Pvt. Ltd. (“sock8”) owns and operates all sock8 products (“sock8 products”, “sock8 software products”, “software”), which will be referred to as “company”, "we," "our," and "us" in this TERMS OF USE. These Terms are between you and the sock8 entity that owns or operates the sock8 Products that you are using or accessing(“sock8”, “we” or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click the “I agree” (or similar button or checkbox) that is presented to you. PLEASE NOTE THAT IF YOU SIGN UP FOR A sock8 PRODUCT USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY. You agree to the Internet Privacy Policy of the website ("the Website"), as well as the privacy policies of all sock8 software products, by using sock8 products, which include the website, the sock8 Charging Station Management System (“sock8’s CSMS”) and sock8 mobile app (“sock8’s app”). The information, materials, goods, and services provided through the Website, as well as access to and use of sock8 products, are all subject to these Terms of Use. Before using sock8 products, please read the Terms of Use and disclaimers carefully. The Terms of Use for sock8 products may be amended from time to time. All sock8 products, including the website, will be updated, and the changes will take effect immediately. When using sock8 products, you should check to see if the Terms of Use have been updated or altered on a regular basis.
The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first Order referencing this Agreement. These Terms do not have to be necessarily signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register for a sock8 Product, create a sock8 Product account, or place an Order. For No-Charge Trial Products, you also indicate your assent to these Terms by accessing or using the applicable No-Charge Product. If you do not agree to this Agreement, do not use or access the Software.
We shall make the Software available to You as a Subscription in accordance with the applicable Order. The Subscription Fees cover the use of the Software (in accordance with the license granted herein) and the provision of Support Services, as further described in the Agreement.
Sock8 grants to White-label Customer non-transferable, non-exclusive right to operate the sock8 Products under his own brand. The White Label software products shall be branded under Customer’s name and shall be accessible to their Customers, Users & Affiliates under a URL designated by white-label Customer. You are responsible for all acts and omissions in breach of the Agreement by any such Users and Affiliates and accordingly, You will ensure that all Users and all Affiliates are made aware of the terms of the Agreement applicable to Your use of Software. The name and logo(s) of Company shall not appear on the White Label software products unless mutually agreed by the parties.
We are and remain exclusive owners of all rights (including without limitation the Proprietary Rights) in and to the Software and Documentation. The right to use and operate the White Label software is licensed to you. This means that the White Label software is under no circumstances sold/transferred to you. Indeed, this Agreement does not convey to you any rights of ownership in or related to the White Label software. Our name, logo, and other names associated with the White Label software belong to us (or to our licensors, where applicable). No license of the right to use them is granted to you by implication, estoppel or otherwise.
Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) incorporate the Software into a product or service you provide to a third party; (e) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Software; (h) use the sock8 software products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Software; or (j) encourage or assist any third party to do any of the foregoing or encourage, promote, facilitate or instruct other users to use, the software for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive (including content which offends religious sensibilities); (k) Customer agrees not to use the sock8 software products in order to: (i) upload or distribute any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or a mobile device or data; (ii) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders, or scrapers); or (iii) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the sock8 software products (e.g., a denial of service attack).
Unless otherwise specified in your Order, for each Software license that you purchase, you may access one (1) production instance of the Software on systems owned or operated by you or one of your Authorized Users.
Some Software may be subject to additional terms specific to that Software as set forth in the Product-Specific Terms. By accessing or using a product covered by the Product-Specific Terms, you agree to the Product-Specific Terms.
Subject to the terms and conditions of this Agreement , for any elements of the Software provided by sock8 in source code form and to the extent permitted in the Documentation, you may modify such source code solely for purposes of developing bug fixes, customizations and additional features for the Software. Any modified source code or Documentation constitutes “Your Modifications”. You may use Your Modifications solely in support of your permitted use of the Software (and only with your own instances of the Software), but you may not distribute the code to Your Modifications to any third party. Notwithstanding anything in this Agreement to the contrary, sock8 has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Software.
In any use of the Software unless mutually agreed, you must not remove, obscure, or alter in any way the following attribution to sock8 on all user interfaces to the Software: “Powered by sock8,” which must in every case include a hyperlink to https://www.sock8.io/ , and which must be in the same format as delivered in the Software.
You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements necessary to run the Software. sock8 will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by sock8.
You will defend, indemnify and hold harmless sock8 from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against sock8 (a) arising from or related to your breach of Section 5.(c) (Secondary Users) or any claims or disputes brought by Secondary Users arising out of their use of the Software; (b) by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications of the Software) or your breach of Section 2.(b).(iv) (Your Modifications); (c) by a third party relating to any non-sock8 content or data used by you or your Secondary Users in connection with the Software. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of sock8 at your expense.
Unless otherwise specified in your Order, for each Software license that you purchase, you may access one (1) production instance of the Software on systems owned or operated by you or one of your Authorized Users.
Company shall integrate the software with third-party services, such as ‘Stripe’ as a payment processor.
We provide white-label features to certain customers under specific pricing plans as follows :
Customers can customize the Platform with the name, logos, and branding of Customer, with the “look and feel” desired by them. However, such customization shall not include the addition of functionality or the incorporation of new software unless mutually agreed by Company and Customer.
We shall integrate customer’s personal payment gateway as part of the white-label software.
Companies willing to have personalized white-label mobile app will have to pay a one-time development fee for the same.
We provide Support Services as mentioned below as part of the Subscription. We provide Support Services only for the most current Major Release of the Software. To ensure full use of the Support Services, You are advised to update and maintain Your Subscription to the latest Major Release.
Company shall provide ongoing support and maintenance services to ensure that the Platform performs as intended.
The support to the end customers of the White Label is a responsibility of the Customer. Companies may give the option for ongoing email support or live chat support which will be part of another agreement and may be subject to additional fees.
Company reserves the right to modify the pricing plan limitations without any prior notice.
You must register for an account with us in order to place Orders or access or receive Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account. If you order Software through a Reseller (defined in Section 6.(b)), then you are solely responsible for (i) any access by Reseller to your account and (ii) any related rights or obligations in your applicable agreement with the Reseller. As applicable to the specific sock8 Product, if you are being invited or added to a software Product set up by sock8 white-label customer then the party that administers such sock8 product (and not you), controls your use of that product, including but not limited to adding or removing you from that sock8 product, enabling or disabling third-party integrations, and managing permissions. Any content that you submit or upload to the cloud product may be retained, accessed, used, modified, shared, or removed by the party that administers such product and their appointees. You acknowledge that your sock8 account can become managed by the entity that owns or controls the email address domain with which your account was created or registered. It is your responsibility and yours only to keep and maintain the safety of your account and password. If the information given by you is untrue, wrongful or in violation of our terms, we can suspend or terminate your account. The email used for the registration of the account is considered as the owner of the account and has the right to request assistance from us regarding the account. You are solely responsible for the activities from your account, the maintenance and confidentiality of the credentials to access that account. You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.
Only Authorized Users may access and use the Software. Some Software may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of Software must be solely for the benefit of you or your Affiliates (except as expressly permitted in Section 5.(c) below) and must be within the Scope of Use.
For white-label customers further offering or reselling the sock8 products under their own brand name subject to the terms and conditions of this Agreement, you may grant your own customers’ end users (“Secondary Users”) limited rights to use the Software solely so that they may view and interact with such resources. You may or may not charge Secondary Users a specific fee for use of the Software or an overall fee for your own offerings. You are responsible under Section 2.(b) (Authorized Users) for all Secondary Users as “Authorized Users” and are otherwise solely responsible for your own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Agreement, sock8 has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.
Where your Order is directly with sock8 :
We will invoice the Subscription Fees monthly or yearly as per the order in advance; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Software provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
Payment of the amounts due to Company shall be made by wire transfer or other immediately available funds. Any amount not paid within thirty (30) days following Company’s invoice shall bear a finance charge at the rate of 1) 30% per month or 2) the highest rate permitted by law. Company reserves the right to terminate services if due to Customer’s continuous failure to pay within the specified 30-day period.
At the end of a contract term, the services will be automatically renewed for the same period of time until EXPLICITLY canceled by the User. Cancellation must be made via the System and at least 24 hours prior to the end of the contract period. To cancel your services or the automatic renewal please do that by going to Dashboard. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. If You are renewing directly with sock8 a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Software.
You may cancel this service at any time and for any reason, however, all fees are non-refundable except for the 14 days after yearly subscription plans. Therefore, a cancellation will only cancel future billings. The Company reserves the right to revoke access to the software if the applicable fees are not paid when due.
If you purchase sock8 subscription services, you agree to sock8 and third party services to use and store your credit/debit card information. You authorize us to charge you for any sock8 Services that you may purchase and any applicable taxes connected with the payment card services. You will reimburse us for all collection costs and interest for any overdue amounts. If the payment card expires or you do not provide us with a new payment card nor cancel your subscription, you authorize us to continue billing you and you will remain responsible for any uncollected Fees.
Payment processing may be handled by a third party. The payment is subject to the terms of use and privacy policy of such third parties. We recommend that you review the terms of use and privacy policy of any such third party before submitting any personal information for payment processing.
You are responsible for the fair usage of your white-label domain and you can be charged for abnormal server or traffic usage on our subscription plans. You will be charged for the resources used by your web domain if any.
If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. We reserve our right to dispute any Chargeback.
This Section 6.(b) applies if you purchase the Software, Support and Maintenance or any Additional Services through an authorized partner or reseller of sock8 (“Reseller”) white-label or otherwise.
Instead of paying sock8, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. sock8 may suspend or terminate your rights to use Software if sock8 does not receive the corresponding payment from the Reseller.
Instead of an Order with sock8, your order details (e.g., Software, Scope of Use and License Term) will be as stated in the order placed with sock8 by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to sock8.
If you are entitled to a refund under this Agreement, then unless otherwise specified by sock8, sock8 will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you.
Resellers are not authorized to modify this Agreement or make any promises or commitments on sock8’s behalf, and sock8 is not bound by any obligations to you other than as set forth in this Agreement.
The amount paid or payable by the Reseller to us for your use of the applicable Software under this Agreement will be deemed the amount actually paid or payable by you to us under this Agreement for purposes of calculating the liability cap in Section 15.(b) (Liability Cap).
If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the Authorized Reseller for such Subscription.
Seperate Purchases. You acknowledge that the Software and Additional Services referenced in an Order are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other products (and for clarity, any purchases of Software and Additional Services are separate and not contingent on each other, even if listed on the same Order). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any Software beyond the current License Term or any New Releases), or dependent on any oral or written public comments made by sock8 regarding future functionality or features.
You certify and warrant that you are at least 16 years of age. People under the age of 16 are not permitted to use our services unless permitted by Law.
To keep your sock8 account login information safe.
To provide us with up to date, accurate and valid personal information at all times.
You own the rights to any content uploaded by you on your account, including images, videos, audio files, design elements, logos, fonts, texts and anything that you do have the rights to use.
The content materials can not be used in an unlawful or harmful way.
You must notify us immediately if you become aware of any unauthorized use of your account.
Your content must not be illegal, unlawful, threatening, abusive, harassing, tortuous, vulgar or obscene in any way, must not infringe any person's legal rights.
You may not send unsolicited messages (SPAM) or any unethical advertising of such sort that is considered as “spam” or harmful in any way (e.g., “junk mail,” “spam,” “chain letters,” “pyramid schemes,” etc.;).
You should not upload viruses, worms, Trojan horses or any other malicious code, files, or programs that may interrupt, destroy, or limit the functions and services of sock8.
You may not upload content that contains scam.
You may not try to hack, break or override the functions and stability of sock8 or try to exploit the System in any way.
You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.
You can’t in any way try to harm the reputation of sock8 and their partners by leaving harmful comments, untrue and misleading information about the product or any sort of intentional damage to the reputation of sock8.
You acknowledge and agree that If you are reasonably found guilty of violating any of these rules and obligations, this may cause immediate termination of your account with no refund for the services that have already been paid for. You may also be forbidden from having an account in the System.
Customer shall (i) notify Company of any defects in the Platform, (ii) give Company electronic access to the Platform to troubleshoot and correct any defects, (iii) install any software updates recommended by Company, and (iv) use reasonable commercial efforts to operate the White Label software products in accordance with all applicable laws and regulations, including but not limited to securities and consumer protection laws.
Customer shall be solely responsible for all the trademarks, logos, design, media, text, graphics, animations, audio components, video components, photos or any other information posted and published on the White Label software products and for activity that occurs on the same (even when any such content is posted by the White Label resellers customers). Ensure that his customers agree to terms and conditions similar to the Company’s terms and conditions.
You will keep information about your customers confidential. You will not share or sell any such customer information to business owners, offer such information as a bonus, add this information to membership sites, or otherwise distribute this information without written consent from the Company. You agree to not send SPAM (the violation of this provision may result in immediate termination of this Agreement). Further, you will be responsible for the fair usage of the White Label software products by your customers. Company reserves the right to charge you for abnormal server or traffic usage.
All threats and acts to harm the reputation of sock8 are considered as a violation of this Agreement and will result in immediate termination of services without refund.
Customers are responsible for any content that is uploaded in the software such as images, videos, audio files, design elements, logos, fonts, texts and more. We are not responsible for any such content. We are also not responsible for content that has been lost because of the use of sock8, it is your obligation to keep safe and back-up regularly your content. We do not monitor what content has been used on the software unless access is allowed by the customer and we are not to be held responsible for anyone breaking the terms and conditions, but we have the right to delete such harmful content or even terminate accounts if so.
You own all intellectual property associated with your account such as images, videos, audio files, design elements, logos, fonts, texts existing on your software account in our products. You hereby grant sock8 the non-exclusive, royalty-free, unalterable, interchangeable rights to your software account content in order for Us to provide you with sock8 Services.
We may choose to highlight or feature your sock8 white-label products in our website for marketing or promotional purposes. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your sock8 white-label products, or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on sock8 white-label products, for the limited purpose of sock8 marketing and promotional activities. For example, we may feature Your sock8 white-label products on our Themes page, on the Customers sections of our sites or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your products or names, trademarks, service marks or logos on sock8 white-label products and any right of inspection or approval of any such use. You can opt out of being featured by contacting us. This Section does not affect any rights you may have under applicable data protection laws.
You own all right, title and interest in and to Customer Data and shall have sole responsibility and liability for (i) the legality, appropriateness, and integrity of Customer Data; (ii) the completeness, reliability, accuracy and quality of Customer Data; (iii) obtaining and maintaining all necessary licenses and consents required to use Customer Data, if any; and (iv) Your entering of Customer Data into the Software. You acknowledge that (i) We will not be held responsible in any way for any Proprietary Right or other rights’ infringement or violation or the violation of any applicable laws, arising or relating to such Customer Data and/or communications; and (ii) that any Personal Data contained in Customer Data has been collected and is maintained in compliance with applicable Data Protection Laws.
Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with all applicable Data Protection Laws.
sock8 and/or its suppliers retain ownership in all intellectual property rights in all sock8 Products and all modifications, enhancements or other derivative works thereof. Licensed Programs are licensed, not sold. Customer shall preserve and reproduce all copyright, patent and trademark notices which appear in any sock8 Products on all partial or integral copies thereof. Customer recognizes that the methodologies and techniques contained in or expressed within the sock8 Products are proprietary information or trade secrets of sock8 or its suppliers, whether or not marked as “confidential”. Customer shall treat them as confidential information and not disclose them.
Subject to the Sections 10.(d) and 10.(e), We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that Your use of the Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim.
Subject to Sections 10.(d) and 10.(e), in the event of an Infringement Claim, We shall, at Our sole option and expense, (i) modify the infringing Software so that they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the Software If We do not provide You with one of the options above, We may, at Our sole discretion, terminate Your Order for the affected Software with immediate effect and reimburse You any prepaid Fees covering the remainder of the Subscription Term and either take back the infringing Software to the extent possible or require You to remove or delete it.
We shall only be liable for any Infringement Claim provided You:(a) provide Us with prompt written notice of the Infringement Claim; (b) do not enter into any settlement of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; (c) permit Us to exclusively control the defense, negotiations and any settlement of the Infringement Claim; (d) provide Us with reasonable information and assistance for the Infringement Claim; and (e) use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim.
We shall not be liable to You for Infringement Claims where the infringement is caused by: (a) unauthorized changes You have made or that have been made on Your behalf to the Software or output thereof; (b) Your use of the Software or output thereof outside the scope of the Agreement, Your Subscription, the applicable Order or the materials accompanying the Software.
This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claims.
Your Subscription commences on the effective date of the Order unless otherwise specified therein. Your Subscription continues for the Initial Subscription Term stated in the Order. Thereafter, the Subscription will automatically renew for successive periods of 12 months (each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other party of its intention not to renew the Subscription. Unless otherwise agreed in the applicable Order, Your Subscription may only be terminated in accordance with Section 11.(b) & 11.(c).
Either party may terminate this Agreement (including all related Orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
You may choose to stop using the Software and terminate this Agreement (including all Orders) at any time for any reason upon written notice to sock8, but, upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current License Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
Upon any expiration or termination of this Agreement, your license to the Software terminates (even if the License Term is identified as “perpetual” or if no expiration date is specified in your Order) and you must cease using and delete (or at our request, return) all Software and Confidential Information or other materials of sock8 in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. If this Agreement is terminated by you in accordance with Section 11.(b) (Termination for Cause), sock8 will refund you any prepaid Software fees covering the remainder of the then-current License Term after the effective date of termination. If this Agreement is terminated by sock8 in accordance with Section 11.(b) (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current License Term after the effective date of termination. In no event will termination relieve you of its obligation to pay any fees payable to sock8 for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
The following Sections will survive any termination or expiration of this Agreement: 2.(b).(i) (Restrictions), 2.(b).(vii) (Indemnification by You), 15 (Third-Party Products & Services), 6 (Fees & Payment), 6.(a).(ii) (Taxes), 16 (Trial Software) (disclaimers and use restrictions only), 17 (License Certifications and Audits), 18 (Ownership and Feedback), 19 (Confidentiality), 11 (Term and Termination), 12.(d) (Warranty Disclaimer), 13 (Limitations of Liability), 10 (IP Indemnification by sock8) (but solely with respect to claims arising from your use of the Software during the License Term), 14 (Dispute Resolution), 21 (Export Restrictions), and 23 (General Provisions).
Subject to limitations in this Section, We warrant that the Software and any Releases shall substantially perform as specified in the Documentation during the Subscription Term, when used in accordance with the terms of the Agreement. Support Services will be rendered with due care, skill and ability, and in accordance with recognized standards of good practice.
We particularly do not warrant: (a) against problems caused by Your use of the Software with any third-party software, misuse, improper testing, unauthorized attempts to repair, modifications or customizations to the Software by You or any other cause beyond the range of the intended use of the Software; (b) against any Malware, data breaches and data losses which could not have been avoided by adequate, state-of-the art security in accordance with Our then-current security practices; or (c) that the Software will achieve Your intended results, nor that the Software have been developed to meet Your individual requirements.
sock8 warrants for ninety (90) days from the initial delivery of each Licensed Program that such Licensed Program will materially conform to its Documentation when used in the specified operating environment. If the Licensed Program does not conform, and Customer has so notified sock8 within this warranty period, sock8 will attempt to make it conform as warranted. If sock8 has not corrected the non-conformity within ninety (90) days from the date of such notification, Customer may terminate the license to the non-conforming Licensed Program within thirty (30) days and receive a full refund of all fees paid for the non-conforming Licensed Program. This refund represents sock8’s sole liability and Customer’s sole remedy for breach of warranty.
ALL SOFTWARE, SUPPORT AND MAINTENANCE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND SOCK8 AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. SOCK8 WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SOCK8. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SOCK8 NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 13.(d), IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, GOODWILL, LOSS OF REVENUE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO SECTION 13.(d), OUR AGGREGATE LIABILITY TO YOU FOR OR IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU UNDER OR IN CONNECTION WITH THE AGREEMENT (WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAYABLE IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT FOR WHICH THE LIABILITY ARISES.
“EXCLUDED CLAIMS” MEANS(1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTIES EXPRESS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEEMENT, AND (3) YOUR BREACH OF SECTION 2.(b).(i) (RESTRICTIONS) (4) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THAT OF OUR OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS (5) FRAUD OR FRAUDULENT MISREPRESENTATION (6) OR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
WE BOTH ACKNOWLEDGE THAT THE FEES ARE BASED IN PART ON THE LIMITATIONS IN THIS SECTION.
YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR PRODUCING BACK-UPS OF YOUR DATA
In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 14.(b) (Governing Law; Jurisdiction). All negotiations pursuant to this Section 14.(a) will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
For all parties these Terms will be governed by and construed in accordance with the applicable laws of the State of Chattisgarh, INDIA, without giving effect to the principles of that State relating to conflicts of laws and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the High court in Bodri, Bilaspur, Chattisgarh, INDIA , and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Bodri, Bilaspur, Chattisgarh, INDIA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party.
Enforcement. Notwithstanding the provisions of Section 14.(a) (Informal Resolution) and Section 14.(b) (Governing Law; Jurisdiction), nothing in this Agreement will prevent sock8 from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.
You (including your Authorized Users) may choose to use or procure other third-party products or services in connection with the Software, including Third Party Apps or implementation, customization, training or other services. Your receipt or use of any third-party products or services is subject to a separate agreement between you and the third-party provider. If you enable or use third-party products or services with the Software, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and services with the Software. This may include transmitting, transferring, modifying or deleting your data, or storing your data on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to or use of your data by third-party providers or their products or services, or for the security or privacy practices of any third-party provider or its products or services. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider. SOCK8 DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
We may offer certain Software (including some sock8 Apps) to you at no charge, including free accounts, trial use, and Beta Versions as defined below (collectively, “Trial Software”). Your use of Trial Software is subject to any additional terms that we specify and is only permitted during the License Term we designate (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section, the terms and conditions of this Agreement governing Software, including Section 2.(b).(i) (Restrictions), fully apply to Trial Software. We may terminate your right to use Trial Software at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta versions of Software, and any pre-release and beta features within generally available Software, that we make available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to use Beta Versions, but the Beta Versions will still remain subject to this Section 16. All information regarding the characteristics, features or performance of any Trial Software (including Beta Versions) constitutes sock8’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Trial Software, including any Support and Maintenance, warranty, and indemnity obligations. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, SOCK8’S MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF Trial SOFTWARE WILL BE US$100.
At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Software (including that of your Authorized Users). We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to sock8 at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section 17 to such licensors.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. sock8 and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to sock8 Technology (including the Software). From time to time, you may choose to submit Feedback to us. sock8 may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits sock8's right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any sock8 Technology and any performance information relating to the Software will be deemed Confidential Information of sock8 without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 19 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 19. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
We may identify you as an sock8 customer in our promotional materials. We will promptly stop doing so upon your request sent to hello@sock8.io .
The Software is subject to export restrictions by the GOVERNMENT OF INDIA and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your download of, access to, and use of the Software. You shall not (and shall not allow any third-party to) remove or export from INDIA or allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the INDIAN Commerce Department’s Denied Persons, Entity, or Unverified Lists or the Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the INDIAN government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any INDIAN or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Software for any prohibited end use, without the prior permission of the respective government jurisdiction.
We may modify the terms and conditions of this Agreement from time to time, with notice given to you by email, through the Software or through our website. Together with notice, we will specify the effective date of the modifications.
You must accept the modifications to continue using the Trial Software. If you object to the modifications, your exclusive remedy is to cease using the Trial Software.
Typically, when we make modifications to the main body of this Agreement (excluding the sock8 Policies), the modifications will take effect at the next renewal of your License Term and will automatically apply as of the renewal date unless you elect not to renew. In some cases – e.g., to address compliance with Laws, or as necessary for new features – we may specify that such modifications become effective during your then-current License Term. If the effective date of such modifications is during your then-current License Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Orders upon notice to us, and we will refund to you any fees you have pre-paid for use of the affected Software for the terminated portion of the applicable License Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. For the avoidance of doubt, any Order is subject to the version of this Agreement in effect at the time of the Order.
Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to sock8 Pty Ltd, c/o sock8, Inc., 350 Bush Street, Level 13, San Francisco, CA, USA 94104, Attn: General Counsel. Your notices to us will be deemed given upon our receipt.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
You may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, you may assign this Agreement in its entirety (including all Orders) to your successor resulting from your merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. Any attempt by you to transfer or assign this Agreement except as expressly authorized above will be null and void. We may assign, delegate, subcontract or otherwise transfer any of our rights or obligations hereunder, in whole or in part, without Customer’s consent, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
This Agreement is the entire agreement between you and sock8 relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations between you and sock8 with respect to the Software or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect. Customer’s purchasing terms and conditions shall not in any way supersede, supplement or otherwise modify the terms of this Agreement.
In event of any conflict between the main body of this Agreement and either the sock8 Policies or Product-Specific Terms, the sock8 Policies or Product-Specific Terms (as applicable) will control with respect to their subject matter.
No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in Section 22 (Changes to this Agreement), any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of sock8 and you.
As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void or unenforceable, the other provisions shall remain in full force and effect, and the affected provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the original intent of the parties.
The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.
Certain capitalized terms are defined in this Section 24, and others are defined contextually in this Agreement.
“Additional Services” means Technical Account Manager (“TAM”) services, Support and Maintenance or other services related to the Software provided to you by sock8, as identified in an Order.
“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“sock8 Technology” means the Software (including all Trial Software), sock8 Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“sock8 Technology” means the Software (including all Trial Software), sock8 Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.
“Documentation” means our standard published documentation for the Software.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Software, Support and Maintenance or Additional Services.
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“License Term” means your permitted license term for the Software, as set forth in an Order.
“New Releases” means any bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software that sock8 makes available to you as part of Support and Maintenance.
“Product-Specific Terms” means additional terms that apply to certain Software and Additional Services.
“Scope of Use” means your authorized scope of use for the Software as specified in the applicable Order, which may include: (a) number and type of Authorized Users, (b) numbers of licenses, copies or instances, or (c) entity, division, business unit, website, field of use or other restrictions or billable units.
“Software” means sock8’s commercially available downloadable & Online software products, including mobile applications of such products. Your Order will specify the Software that you may use.
“Support and Maintenance” means sock8’s support and maintenance services for the Software. Your level of Support and Maintenance will be specified in your Order.
“Training” means sock8-provided training and certification services.
“Agreement”: these Terms and any Order between You and Us.
“Authorized Reseller ”: a reseller, distributor or other partner authorized by sock8 to sell sock8 products.
“Confidential Information ”: any information disclosed to a party by the other party concerning the business and/or affairs of the other party, including but not limited to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 (ten) days; or a reasonable person would understand to be confidential or proprietary at the time of disclosure.
“Customer Data ”: the data and information provided by You to Us through Your use of the Software.
“Data Protection Laws” : all laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions relating to privacy, data security, and/or data protection, and any implementing, derivative or related legislation, rule, and regulation as amended, extended, repealed and replaced, or re-enacted, as well as any applicable industry self-regulatory programs related to the collection, use, disclosure, and security of Personal Information including the EU General Data Protection Legislation (Regulation (EU) 2016/679 of the European Parliament (GDPR).
“Fees”: the fees payable by You for the Subscription as set out in an Order.
“Force Majeure Event” : acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, industrial disputes, failure of a utility service or transport network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, act of terror, Internet service provider failure or delay, denial of service attack, fire, flood or storm, but excluding (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
“Initial Subscription Term” : the initial term of Your Subscription as agreed in the Order which commences on the date of acceptance of the Order or as otherwise agreed to by the parties.
“Major Release” : a Release of the Software that is designated by Us as such in accordance with our then-current naming convention (e.g. Major Release 3 -> Major Release 4).
“Malware”: any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.
“Metrics Definition” : the then current document(s) made available by Us as “sock8 Definition license scope / subscription scope” on the sock8 website describing the then-currently available licensing and subscription metrics for the Software.
“Minor Release” : a Release of the Software within a given Major Release that We designate through a respective change in numbering in accordance with our then-current naming convention (e.g. Release 4.2 -> Release 4.3).
“Order”: an order entered into between You and Us specifying the Subscription You have ordered, and the Fees owed thereunder, and such other terms as are agreed, including any addenda and supplements thereto.
“Personal Data” : any data and information relating to an identified or identifiable living individual person as defined under applicable Data Protection Laws.
“Proprietary Rights” : rights in patents, utility models, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights, anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.
“Release”: any new Major Release, Minor Release, bug-fix or patch We make available to You for Your Subscription.
“Renewal Term” : has the meaning set out in Section 9.1.
“Representatives” : of a party are its and its Affiliates’ employees, directors, advisers and subcontractors.
“Software” : the sock8 standard software made available to You pursuant to an Order. Software includes Releases but does not include any modification or add-ons to the Software.
“Subscription” : the subscriptions You purchase under an Order for Your use of to the Software and Support Services in accordance with the Agreement.
“Subscription Fees ”: the Fees payable for the Software as set out in an Order.
“Subscription Term” : the Initial Subscription Term and any subsequent Renewal Terms as set out in an Order.
“Support Services” : the support services, as described in the Support Services Description, that We provide to You in respect of the Software.
“Support Services Description” : the then-current documents describing in more detail the Support Services and made available by Us on the sock8 website.
“Taxes”: any applicable sales, use, value added, duties, assessments, excise, withholding or other taxes applicable by any jurisdiction whatsoever based on the applicable Order Form.
“Terms”: this sock8 Software Subscription Agreement.
“Territory” : the country of Your registered business seat as defined in the Order and the European Economic Area.
“User”: those employees, agents and independent contractors of Yours or Your Affiliates who are authorized by You to use the Software in accordance with the Agreement, and to whom You have supplied a user identification and password (if applicable).
“We,” “Us”, “Our” or “sock8” : the sock8 entity entering into the applicable Order with You.
“You” or “Your” : the company or other legal entity that enters into the applicable Order with sock8.
