StatSocial Terms of Service

Last Modified: May 1, 2024

These Terms of Service (“Agreement“) are a legally binding agreement between the you the user or subscriber of the Services (“Company“) and StatSocial, Inc., a Delaware Corporation with its principal place of business at 31 Hudson Yards, Fl 11, Ste 54, New York, NY 10001, USA (“StatSocial“). By registering for the Services or by accessing or using the Services or Website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term “Company” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between Company and StatSocial, even though it is electronic and is not physically signed by a Company representative, and it governs your use of the Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE SERVICES.

Article 1 – Definitions

1.1 “Allowable Use” means the permissible use of StatSocial Segment Data and StatSocial Silhouette Platform as defined in the Order Form.

1.2 “API Insights” means the application program interface software in source code or executable code form, and any modified, updated, or enhanced versions of such software through which StatSocial Silhouette Platform may be accessed under this Agreement.

1.3 “Audience” means a defined group of Individual Records that can be created by StatSocial, third-party data (geolocation), or Company’s set of records such as email hashes and/or social network usernames.

1.4 “Audience Builder” A module of StatSocial Silhouette Platform that provides tools to create, edit, expand, and manage custom Audiences. Company can integrate and utilize CRM or first-party segments to refine their target groups.

1.5 “Audience Connect” A module of StatSocial Silhouette Platform that offers the ability to deliver Audiences to Company platform of choice for media activation, social monitoring, surveying, attribution analysis, or alternative, as specified in Order Form.

1.6 “Audience Intelligence” is a module of StatSocial Silhouette Platform that offers Company the ability to access and review generated i) Audience Insights Reports, and/or ii) Audience Universe Reports.

1.7 “Company Data” means any profile or related data provided by Company to StatSocial to perform the Services.

1.8 “Confirmation of Data Deletion” means a letter provided by Company or Company Client(s) confirming deletion of all StatSocial Segment Data and any other StatSocial Services owned by StatSocial

1.9 “Controller” means, for purposes of GDPR and other data laws, the party that owns the relationship with the data subject and bears responsibility for the rights and notifications of the data subjects.

1.10 “Data License” means the right of the Company to use StatSocial Segment Data as delineated in Article 6.

1.11 “Data License Term” means the term for which the License shall be granted under the Order Form.

1.12 “Fees” means the monetary compensation Company is to pay StatSocial for its performance of each Order Form.

1.13 “Individual Record” means StatSocial Segment Data appended to a unique identifier or record such as hashed email address or other information.

1.14 “Order Form” means any ordering document or online order specifying the products or services to be provided by StatSocial to Company (an affiliates when applicable), including any addenda and supplements.

1.15 “Panel” means a group of data subjects either i) recruited by means of invitation or ii) matched with third party panel partners for a given study or survey.

1.16 “Silhouette Platform” means use of StatSocial platform for Audience building and the analysis of Audiences across all metrics and segments delivered by StatSocial as reports, Microsoft Excel and/or Insights API to Company for Company use and/or Sublicense to a Company Client. StatSocial Silhouette Platform information will be provided in the form of either a standard taxonomy or custom taxonomy as described in the Order Form. StatSocial Silhouette Platform provides aggregate reporting data to Company per Audience.

1.17 “StatSocial Segment Data” means all data owned and sourced by StatSocial and provided to Company for Company use and/or for Company to Sublicense to a Company Client pursuant to the terms of this Agreement for the License Term (if such sublicense is allowed in the Order Form). Audience data includes StatSocial Segment Data will be provided for the Audience and in the form of either a standard taxonomy or custom taxonomy as defined in the Order Form. StatSocial Segment Data will be delivered to Company per Individual Record.

1.18 “StatSocial Services” means paid access to StatSocial Segment Data, Silhouette Platform, API Insights, and any other StatSocial products or its affiliated company’s products, data, insights, APIs, and segments offered by StatSocial or any of its affiliates.

1.19 “Sublicense” means a sublicence authorized by StatSocial to be granted by Company to Company Clients for the use of StatSocial Segment Data that is authorized, if at all, in the Order Form and subject to the terms of this Agreement.

1.20 “Term” is defined in Article 3 below.

Article 2 – Account Registration & Use of Service

2.1 Services. Subject to the Company paying the Fees in accordance with Article 4, the restrictions set out in this Article 2 and the other terms and conditions of this Agreement, StatSocial hereby grants to the Company a non-exclusive, non-transferable right to permit the Company to use the Silhouette Platform and the relevant StatSocial Services during the Subscription Term, solely for the Company’s internal business operations.

2.2 Registration. When registering for the Silhouette Platform, you must choose a username and password. You are responsible for any and all actions and activities that occur under your account, username and/or password, you agree you will not sell or otherwise transfer your account, and you hereby release StatSocial from any and all liability that may arise in connection with your use of the Silhouette Platform or StatSocial Services.

2.3 Login Security. You may not disclose your password to any other person. You are responsible for maintaining the confidentiality of your password and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portions of the Silhouette Platform. You will notify StatSocial if your username or password has been lost, stolen, or used by another person.

2.4 Use of Service. Your account is strictly at the discretion of StatSocial and may be revoked at any time without cause and without notice. By using, accessing, and/or registering for StatSocial’s Silhouette Platform you agree that:

2.4.1 All the details you provide to us for the purpose of registering on StatSocial.com and purchasing the Services are true, accurate, current and complete in all respects.

2.4.2 You will notify us immediately of any changes to the information you provided on registration or to your personal information.

2.4.3 You are over 18 years of age.

2.4.4 You are legally capable of entering into a binding contract.

2.4.5 You will only use the Silhouette Platform using your own username and password.

2.4.6 We may suspend or terminate your access to the Silhouette Platform immediately at any time, with or without notice for any reason, including but not limited to:

- - - - Your failure to make a payment to us when due.
        
        Your breach of any of these Terms.
        
        Your impersonation of any other person or entity.
        
        Your failure to provide us within a reasonable time with sufficient information to enable us to determine the accuracy and validity of any information supplied by you, or your identity.
        
        If We suspect you have engaged, are about to engage, are engaging, or have in any way been involved in fraudulent or illegal activity on StatSocial’s Silhouette Platform.
        
        If We suspect you are subscribing to the Silhouette Platform in order to gain competitive intelligence.

Article 3 – Term

3.1 Term. The ‘Initial Term’ of this Agreement will commence on the Effective Date and shall continue for the duration specified in the Order Form, unless an earlier tem is executed as per the provisions of this Agreement. Following the Initial Term, this Agreement will automatically renew for successive periods (‘Renewal Term’), each equivalent to the Initial Term, unless either party provides a minimum of 30 days notice expressing their desire to terminate before the end of the ongoing Initial or Renewal Term.

3.2 Termination for Cause. Either party may terminate this Agreement for cause:

3.2.1 Upon thirty (30) days’ written notice from the other Party specifying a material breach or default in the performance or observation of any of the provisions of this Agreement, or

3.2.2 Immediately should the other Party become a subject of a bankruptcy petition or any other proceeding related to insolvency, cessation of business operations, liquidation, or assignment for the benefits of creditors.

3.3 Other Termination Rights. StatSocial also reserves the right, within our sole discretion, to suspend or terminate this Agreement immediately if Company:

3.3.1 Is not in compliance with Use of Service terms as set forth in Article 2 (‘Account Registration & Use of Service’) of this Agreement, or

3.3.2 Fails to pay Fees as outlined in Article 4 (‘Payment’) of this Agreement.

3.4 Effect of Termination/Expiration. Upon the termination or expiration of this Agreement, the Data License and access to StatSocial Segment Data, StatSocial Silhouette Platform and other StatSocial Services granted in this Agreement to Company will immediately cease to exist regardless of the License Term in the Order Form and Company will delete any and all StatSocial Segment Data and other StatSocial Services to which is has access, other than records automatically retained in archives or as required by applicable law.

3.5 Confirmation of Data Deletion. Company shall send a Confirmation of Data Deletion letter to StatSocial within thirty (30) days after the termination or expiration of this Agreement and at the end of every License Term signed by an officer of the company, confirming that all StatSocial Segment Data and any other StatSocial property has been deleted in accordance with this Article 3.4.

Failure to provide this written confirmation within the specified timeframe will constitute a material breach of this Agreement. In such case, StatSocial reserves the right to:

- - - Suspend any and all Services provided to the Company until compliance is confirmed.
    - Charge an extended license fee for the unauthorized continued use of StatSocial Segment Data or other StatSocial proprietary information.
    - Initiate legal proceedings to enforce compliance and seek damages, including, but not limited to, reimbursement for legal costs incurred.Additionally, StatSocial may perform audits on Company’s systems to verify compliance with this section, at StatSocial’s sole discretion and at the Company’s expense if non-compliance is discovered.

Article 4 – Payment

4.1 Fees. Company will be charged the fees set forth in the relevant Subscription Plan or as otherwise agreed with StatSocial in a written order document or other writing signed by StatSocial and you (the “Fees”). Upon submitting your payment information, you will be automatically charged the Fees for the Paid Services as set forth in the Subscription Plan. You agree to pay the Fees annually or monthly, or as otherwise agreed between you and StatSocial, by credit card or another payment method accepted on by StatSocial. Any bank fees and charges shall be borne solely by you. Except as otherwise set forth in Article 3 (‘Term’), all payment obligations are non-cancellable and all Fees paid are non-refundable. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations and/or refuse further refunds.

4.2 Services Upgrade. You may be able to upgrade the Services during the term of this Agreement. If you request upgraded Services via any method, you will also be required to pay any additional Fees with those upgraded Services. You cannot downgrade the Services or Fees during this Agreement.

4.3 Late Payment. Company agrees to pay off any unpaid balance within seven (7) days of notice from StatSocial and StatSocial may suspend StatSocial Services until the Company is paid in full and current. Failure to pay off Company account in full can lead to breach of contract.

4.4 Taxes. Company shall pay all taxes (including sales, use, excise, value added, goods and services, turnover taxes, business taxes, consumption taxes, gross receipts taxes, and any other taxes, charges, duties, fees, and levies of a similar nature) levied in connection with this Agreement (whether included on an invoice or identified during an audit), except taxes based upon StatSocial net income, corporate franchise, business license, payroll withholding or property taxes on StatSocial-owned assets. StatSocial will collect taxes from Company only in jurisdictions where it is legally obligated to do so. Company will provide StatSocial with any United States state tax exemptions in a timely manner. If StatSocial does not collect taxes for any reason, Company remains responsible for remitting taxes when appropriate to the applicable taxing authority as the consumer of the goods or services. The Parties will cooperate with each other in connection with any audit, inquiry, trial, or appeal regarding taxes in connection with the Agreement, including any tax determination or exemption documentation.

Article 5 – Privacy & Data Protection

5.1 Privacy and Data Security Standards. StatSocial respects the privacy of users and expects Company to do the same. Company agrees to publish and abide by StatSocial Privacy Policy (available on StatSocial.com) explaining how it collects, stores, uses, and/or transfers any Company Data, including the use of any data to enhance the Company profiles or send targeted advertising. Company’s use of StatSocial Segment Data and any StatSocial Services shall comply with laws and regulation applicable to Company. Company shall not use StatSocial Segment Data or any StatSocial Services for purposes of making determinations regarding employment eligibility, credit eligibility, health care eligibility, or insurance eligibility, underwriting, or pricing. Company shall use reasonable administrative, technical, and procedural safeguards to protect any data in its possession.

5.2 Data Liability. StatSocial does not guarantee that any Company Data will be free from loss, corruption, or unavailability. To the maximum extent permitted by applicable law, StatSocial shall not be liable for any loss, corruption, or unavailability of Company Data.

5.3 Regional Data Hosting. StatSocial shall store all Company Data in data centers located within the United States. Irrespective of where the platform is accessed from, Company acknowledges and agrees that all data hosted by StatSocial will reside in, and will not be transferred out of, the United States. This is subject to the terms of this Agreement and StatSocial’s Regional Data Hosting Policy, which is hereby incorporated by reference.

By using StatSocial’s Services, the Company consents to this United States-based data storage policy. It is the Company’s responsibility to review and understand StatSocial’s Regional Data Hosting Policy, including any implications for data protection compliance relevant to the Company’s operations.
StatSocial maintains strict data redundancy and backup protocols within the United States to ensure the safety and integrity of the Company’s data. All such actions are performed in accordance with applicable U.S. laws and regulations.

Article 6 – Intellectual Property

6.1 Ownership and Intellectual Property. Each Party shall retain all intellectual property rights with respect to any tangible or intangible thing conceived or developed prior to or independent of this Agreement. StatSocial (and/or its suppliers or affiliates) owns and retains all of the right, title and interest (including, without limitation, all intellectual property rights) in: (1) all data, technology, infrastructure, methods, or know-how used by StatSocial to provide the StatSocial Services; and (2) excluding Company Data, all of the audience segments, derivative audience segments, modeled audience segments, consumer insights, StatSocial Segment Data and other data or reports provided by StatSocial and Company hereby releases any right, title or interest therein. StatSocial represents that the structure, organization, software, and code of the StatSocial Services and all data, platform, and the StatSocial API used or created are trade secrets of StatSocial. Company shall not share, copy, or modify any StatSocial Service or any part thereof (including reports), except as permitted in this Agreement; nor may Company sublicense, lease, distribute, sell, or grant rights in any of the Services to any other party, except as expressly permitted in the Order Form. Company retains all of its right, title and interest in and to its Company Data. StatSocial shall treat all Company Data as confidential information and shall maintain such information in strict confidence and not distribute or disclose that Company Data to any third party nor use that information for any purpose other than the performance of Services for Company pursuant to this Agreement.

6.2 Insight Reports. Upon full payment of the Fees for any Insights Reports specifically outlined in an Order Form, Company shall retain all ownership rights to such reports, data, or other materials created by StatSocial as part of those Services. Provided that if such Insight Reports contain StatSocial Segment Data or any other proprietary data owned by StatSocial, then StatSocial grants Company a worldwide, non-exclusive, non-transferable, royalty-free license to use said proprietary data solely as part of the Insight Reports and in accordance with the terms of this Agreement.

6.3 Feedback License. Company hereby grants to StatSocial, and agrees to procure that its Users grant to StatSocial, a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and implement any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the Company or its Users arising from the use of StatSocial Services into any of StatSocial’s current or future services or products.

6.4 No Reverse Engineering or Competing Service. Company shall not:

6.4.1 attempt or encourage others to attempt to reverse engineer, recreate, disassemble or decompile StatSocial Segment Data, StatSocial Silhouette Platform, any other StatSocial Services or any components thereof;
6.4.2 create a service that competes with StatSocial Services in its present line of business; or
6.4.3 create derivative data from Audiences that StatSocial created that are used for purposes not covered within this Agreement.

6.5 No Re-Identification. To the extent that Company receives any de-identified or anonymized personal information related to an individual (“Anonymized Information”), Company shall not, nor shall Company knowingly permit any third party to, take any action to identify or re-identify an individual from any Anonymized Information or attempt to derive personally identifiable information (“PII”) from or merge PII with any Anonymized Information.

6.6 Derivative Rights. StatSocial shall be the owner and Company hereby grants all title, right and interest (including, without limitation, all intellectual property rights) in all derivative work that includes, is based on or is related to any StatSocial Service, including all StatSocial Segment Data created, regardless if created by the Company or any Company Client and regardless if it contains property of others.

6.7 Joint Work. To the extent that any Company Data or other property owned by Company is combined with any StatSocial Segment Data, StatSocial Services or anything owned by StatSocial or its affiliates, StatSocial or its affiliates shall continue to own all StatSocial (and its affiliates) material (and derivatives related thereto). Hence, at the end of the License Term, Company will need to return all StatSocial property and shall no longer be able to use such property and, hence, must find a substitution for the StatSocial portion. The Company Data still will be owned by Company, but the Company will no longer have the ability to use the combined product past the License Term. Hence, Company can use the Company Data, but must remove all StatSocial property.

Article 7 – Confidentiality

7.1 Confidential Information. The term “Confidential Information” shall mean all information and materials, whether written, oral, electronically encoded or in any other form of expression or medium whatsoever (including all reproductions or analyses thereof by whomever made), concerning, relating to, belonging to, or in possession of Discloser, which is furnished to Receiver or its directors, officers, partners, members, managers, employees, agents, lenders, accountants, attorneys or other persons acting for or on behalf of Receiver (all such parties being collectively referred to as “Representatives”) during the term of this Agreement.

By way of example, Confidential Information includes, but is not limited to, financial information, database and database related information (“Data”), product and asset information, intellectual property, technological and know-how descriptions and information, customer and prospects lists and information, supplier information, marketing, research and development information, personnel information, software and software information, business and strategic plans, inventions, methods, designs, formulae, processes, compositions, trade secrets and other confidential or proprietary information, and shall also include the fact that discussions or negotiations are taking place concerning a possible business transaction between the parties and the terms, conditions or status thereof, but shall not apply to information which: (a) is in Receiver’s possession, on a non-confidential basis, prior to the date of this Agreement; (b) is or becomes publicly available other than as a result of disclosure by Receiver or its Representatives; (c) is or becomes available to Receiver on a non-confidential basis from a party, other than Discloser or its Representatives, without breach of such party’s legal, contractual, or fiduciary obligations which are known to Receiver following reasonable inquiry; or (d) is independently developed by Receiver, as documented by written evidence, without any breach of this Agreement.

7.2 Governing Law. In the event that Receiver or any of its Representatives are required by applicable law, regulation, or legal process to disclose any of the Confidential Information, Receiver will notify Discloser promptly so that Discloser may seek a protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or Discloser does not waive compliance with the terms hereof, Discloser shall be deemed to consent to the disclosure of, and Receiver will furnish, only that portion of the Confidential Information which Receiver is legally required to disclose and Receiver agrees to exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

Article 8 – Indemnification

8.1 Mutual Indemnities. Each Party (as the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (as the “Indemnified Party”) from and against any fines, penalties, claims or damages directly resulting from any violation, breach or default of the warranties contained in this Agreement or for any fraud or willful misconduct. The Indemnified Party shall promptly notify the Indemnifying Party, of any such claim or legal proceeding and shall tender to the Indemnifying Party control of the defense and settlement, including without limitation, selection of counsel and direction of legal strategy. The Indemnified Party shall cooperate with the Indemnifying Party in the handling of it, provided, however, that the Indemnifying Party must receive the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed) to any settlement that includes: (a) admission of liability by the Indemnified Party; (b) payment of any amounts not covered by the Indemnifying Party’s indemnifying obligations; (c) actions that affect Indemnified Party’s rights in or to its intellectual property. Notwithstanding the above, the indemnifying party shall not be held liable for events beyond its control, as outlined in Article 10.1, except for the obligation to pay any outstanding fees.

Article 9 – Liability Limitations

9.1 Limitation of Damages. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO ARTICLE 9 BELOW, AND NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, LOST INCOME OR LOST REVENUE OR LOST PROFIT WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9.2 Timeframe Limitations. Any cause of action arising from or in connection with this Agreement shall be asserted within one (1) year of the date upon which such cause of action accrued, or the date upon which the complaining Party should have reasonably discovered the existence of such cause of action, whichever is later. REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS

Article 10 – Miscellaneous

10.1 Force Majeure. Except for the obligation to pay fees or payments due, neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is unforeseeable and beyond the reasonable control of such Party.

10.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws that would require the application of the laws of a different jurisdiction.

10.3 No Waivers. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.4 Changes. We may update our Terms of Service from time to time to reflect changes to our services, legal obligations, or other reasons deemed necessary by StatSocial. Any updates will be posted on this page, and we will update the ‘last modified’ date at the top of this document. We will notify you of any significant changes to our Terms of Service via email. It is your responsibility to periodically review this Terms of Service document to stay informed about updates. Your continued use of the service after any changes have been made indicates your consent to new terms. If any change to this agreement is not acceptable to you, you must notify us within thirty (30) days of notification by StatSocial by sending a cancellation request through the form https://www.statsocial.com/contact-us.

10.5 Entire Agreement. This Agreement represents the entire agreement, including all applicable Order Forms, Addenda, exhibits, and attachments, represents the entire agreement between Company and StatSocial related to the StatSocial Services and supersedes all prior or contemporaneous negotiations, proposals, purchase orders, representations or agreement related to the StatSocial Services, either written or oral. The Agreement may be amended, altered or modified only by a written instrument signed by authorized representatives of each Party.

10.6 Enhancements. Company acknowledges that StatSocial may develop or make available new features to the StatSocial Services from time to time and that this Agreement and any Order Forms hereunder do not entitle Company to use of any such new features or enhancements unless such new features or enhancement usage is agreed to in writing by StatSocial. It is StatSocial sole discretion whether to provide new features or enhancements and the cost of such addition, provided that there shall be no fees if the new feature or enhancement is a replacement for a current feature of the StatSocial Services. New features or enhancements that StatSocial agrees to provide shall require a new Order Form, an amendment to an existing Order Form, or an amendment to this Agreement.

10.7 Publicity. Company grants StatSocial the right to add Company name and logo to its customer list in marketing materials and on the StatSocial website.

10.8 Assignment. Neither Party may assign, convey, or transfer this Agreement, or any part thereof, without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to a successor in interest (or its equivalent) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, any assignment to a successor in interest (or its equivalent) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not constituting a competitor of the other Party shall not require the consent of the other Party. Any attempt to assign, convey, or transfer this Agreement in violation of this provision will be voidable by the other Party.

10.9 Notices. All notices, demands and other communications provided for or permitted under this Agreement must be made in writing by personal delivery, my certified mail, by overnight courier delivery, or by email (the confirmation of receipt), to the contact address set forth below. The contact person may be changed by providing written notice to the other Party under this Article.

10.10 No Third-Party Beneficiaries. The provisions of this Agreement are intended for the sole benefit of StatSocial and Company. The Parties agree there are no third-party beneficiaries to this Agreement.

10.11 Survival. Those following provisions shall survive termination and expiration of this Agreement: Articles 4 through 12.