TERMS AND CONDITIONS

Please read these Terms carefully. By using Social Gear or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Social Gear (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. Social Gear (“Social Gear,” “we,” or “us”) is an online marketing platform (the “Service”) offered through the URL www.mysocialgear.com(we’ll refer to it as the “Website”) that allows you to, among other things, create, send, and manage certain marketing campaigns, including, without limitation, emails, advertisements, and mailings (each a “Campaign,” and collectively, “Campaigns”). Social Gear is a New York limited liability company whose legal name is Social Gear Inc. d/b/a Social Gear. Social Gear has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).

Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.

For purposes of this Privacy Policy, the terms “we,” “us” and “our” refer to Social Gear, Inc. “You” refers to you, as a user of our services or visitor to our website, as applicable and to people that you contact through our Services (or that we contact on your behalf), or a person who you might choose to contact (or that we contact on your behalf) at some point in the future through the use of our Services. Capitalized terms not defined in this Privacy Policy have the meanings set forth in the Terms of Use. This Privacy Policy is effective as of the date last modified, as listed in above.

These Terms of Use (“Terms,” including our Acceptable Use Policy, Copyright and Trademark Policy, and Brand Guidelines) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, and how we’ll treat your account while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

Some features of the Service are offered as add-ons to your Social Gear account (“Add-ons”).Unless expressly stated otherwise, these Terms apply to the use of Add-ons. Some Add-ons are intended for particular use cases and may also have additional terms or restrictions (“Additional Terms”).

Social Gear uses Google Maps to provide certain features of the Service, and, as a result, we are contractually obligated to make our Members aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by signing up for an account and using the Service, you are also bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy

If you have any questions about our Terms, feel free to contact us at 35-37 36th St., Astoria, New York 11106 or via email at legal@mysocialgear.com.

Account: 1. Eligibility

In order to use the Service, you must:

  1. be at least eighteen (18) years old and able to enter into contracts;
  2. complete the registration process;
  3. agree to these Terms;
  4. provide true, complete, and up-to-date contact and billing information; and
  5. not be based in Cuba, Iran, North Korea, Syria, or any other 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.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

Social Gear may refuse service, close accounts of any users, and change eligibility requirements at any time.

2. Term

When you sign up for the Service and agree to these Terms, the Agreement between you and Social Gear is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Social Gear account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. Entering your username and clicking the “Get Started” button means that you’ve officially “signed” and accepted the Terms. If you sign up for the Service on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

3. Closing Your Account

You or Social Gear may terminate the Agreement at any time and for any reason by terminating your Social Gear account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly prepayment or reimburse you for unused email credits. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. If your account is inactive for 24 or more months, we may terminate the account. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Campaigns. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.

4. Changes

We may change any of the Terms by posting revised Terms of Use on our Website and/or by notifying you of the new Terms by sending an email to the last email address you gave us or displaying prominent notice within the Service. Unless you terminate your account within 10 days, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Website, the Service, Add-ons, or any features of the Service at any time, and we may discontinue the Website, the Service, Add-ons, or any features of the Service at any time.

5. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Social Gear is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords that are caused by or result from your negligence. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.

6. Account Disputes

We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of Social Gear.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.

7. Payment

After Sign Up, you need to purchase credit and based on the volume of credits being purchased, you will be eligible to send bulk emails till the credits burned out or the credit validity period gets over. The Credit Validity period is 45 days. For first time purchase, you will get a free credit of 2000 and this is one time allocation. You can make payment either through Cards or Online Banking.

8. Pay as You Go Plans

There is no Pay as you Go plan for the time being.

9. Credit Cards

As long as you’re a Member with a paid account or otherwise have an outstanding balance with us, you’ll provide us with valid credit card information and authorize us to deduct the monthly charges against that credit card. You’ll replace the information for any credit card that expires with information for a valid one. If your credit card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new credit card. Anyone using a credit card represents and warrants that they are authorized to use that credit card, and that any and all charges may be billed to that credit card and won’t be rejected. If we’re unable to process your credit card order, we’ll try to contact you by email and suspend your account until your payment can be processed.

10. Refunds

We’ll give you a refund for a prepaid month if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund from us under any other circumstances. We may, at our sole discretion, offer a refund if a Member requests one.

11. Charges for Add-Ons

If you use an Add-on that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the Add-on is active. Your billing cycle for an Add-on may differ from your billing cycle for your Monthly Plan or other Services, and certain Add-ons may require upfront payment for their entire billing cycle. If you use Mandrill to send bulk emails in violation of our Acceptable Use Policy, then we may charge you at the comparable Social Gear pricing tier or terminate your account.

12. Billing Changes

We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.

Rights: 13. Proprietary Rights Owned by Us

You will respect our proprietary rights in the Website and the software used to provide the Service (proprietary rights include, but aren’t limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property).

14. Proprietary Rights Owned by You

You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to Social Gear in the course of using the Service (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as described in these Terms, our Privacy Policy and Cookie Statement.

15. Privacy Policy

Your privacy is important to us. Please read our Privacy Policy and Cookie Statement for information regarding how we collect, use, and disclose your Content and personal information and protect your privacy when you use the Service.

16. Right to Review Campaigns

We may view, copy, and internally distribute Content from your Campaigns and account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts.

Rules and Abuse: 17. General Rules

By agreeing to these Terms, you promise to follow these rules:

  1. You won’t send spam! We mean “spam” as it is defined on the Spamhaus website, as a message that is both Unsolicited and Bulk.
  2. Unsolicited means that the recipient has not granted the sender affirmative consent (permission) to email them.
  3. Bulk means that the message is sent as part of a larger collection of messages, all having materially similar content.
  4. You won’t use purchased, rented, or third-party lists of email addresses.
  5. You’ll comply with our Acceptable Use Policy, which forms part of these Terms.

Social Gear doesn’t allow accounts with the primary purpose of promoting or inciting harm toward others or the promotion of discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you send a Campaign or otherwise distribute any Content that we determine, in our sole discretion, contains either of the following:

  • A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
  • Hateful Content. This means any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:

  • an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
  • a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
  • a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
  • If we get reports from the recipients that you are sending unsolicited emails, your account can get blocked.

If you violate any of these rules, then we may suspend or terminate your account.

18. Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a Social Gear Member, please report it to our abuse team. (Every email Campaign sent through the Service has an embedded campaign tracking ID in the email header, making it easy to report suspected spam.) If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us at the address provided in our Copyright and Trademark Policy.

19. Bandwidth Abuse/Throttling

You may only use our bandwidth for your Social Gear Campaigns. We provide image and data hosting only for your Social Gear Campaigns, so you may not host images on our servers for anything else (like a website). We may throttle your sending or connection through Social Gear at our discretion.

20. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like EU data privacy laws (including the General Data Protection Regulation)  the laws of England and Walesor any other applicable laws.

If you collect any personal information pertaining to a minor and store such information within your Social Gear account, you represent and warrant that you have obtained valid consent from the minor according to the applicable laws of the jurisdiction in which the minor lives, or that you have otherwise obtained the required parental or guardian consent according to the applicable laws of the jurisdiction in which the minor lives.

If you’re located in the United Kingdom, and/or distribute Campaigns or other Content through the Service to anyone located in the EEA (each such Member an “EEA Member”) in creating yourCampaign distribution list, sending Campaigns via the Service, and/or otherwise collecting information as a result of creating or sending Campaigns, you represent and warrant to Social Gear that:

  1. You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that satisfies the requirements of applicable data protection laws, describes your use of the Service, and includes a link to Social Gear’s Privacy Policy.
  2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Social Gear and to enable such data to be lawfully collected, processed, and shared by Social Gear for the purposes of providing the Service or as otherwise directed by you.
  3. You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.
  4. You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable Social Gear to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Service in accordance with and as described in the Cookie Statement.

In addition, if you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 20.

Liability: 21. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Service, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. In any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

In addition, for the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of our Acceptable Use Policy, regardless of whether we terminate or suspend your account due to such violation.

22. No Warranties

You have the right to receive a subset of the personal information you provide us if we process it on the legal bases of our contract with you or with your consent in a structured, commonly used and machine-readable format and a right to request that we transfer such personal information to another party. If you wish for us to transfer the personal information to another party, please ensure you detail that party and note that we can only do so where it is technically feasible. We are not responsible for the security of the personal information or its processing once received by the third party.

To the maximum extent permitted by law, we provide the Website and the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Website and/or Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

23. Indemnity

You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (a) your Content, (b) your use of the Service, (c) your violation of any laws or regulations, (d) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (e) any misrepresentations made by you, or (f) a breach of any representations or warranties you’ve made to us.

24. Legal Fees and Expenses

If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover all reasonable legal fees, expenses, and any damages or other relief we may be awarded.

25. Equitable Relief

If you violate these Terms, then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.

26. Fees

If we have to provide information in response to a court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs.

27. Disclaimers

We and our Team aren’t responsible for the behavior of any third parties, linked websites, or other Members.

28. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

29. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

30. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

31. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.

32.Interpretation

The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

33. Amendments and Waiver

Amendments or changes to the Agreement won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

34. No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group.

35. Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

36. Notification of Security Breach

In the event of a security breach that may affect you or anyone on your Campaign distribution lists (each a “List”), we’ll notify you of the breach once we have determined, in our discretion, that it occurred and will provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone on your Lists, you’ll promptly do so.

37. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, Social Gear Inc., 8, Belvedere Ct, Manhasset, New York 11030, or any addresses as we may later post on the Website.

38. Entire Agreement

The Agreement and any Additional Terms you’ve agreed to by enabling any Add-ons make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add-on.

Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.

Congratulations! You’ve reached the end.

Thanks for taking the time to learn about Social Gear’s policies.