1. Introduction

These Software as a Service (SaaS) Terms govern your use of ExpoSocial’s software platform. By accessing or using our services, you agree to be bound by these terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.

1.1 Definitions

“Agreement” means these SaaS Terms and any materials available on the ExpoSocial website incorporated by reference.

“Service” means the software application provided by ExpoSocial.

“User” means an individual who is authorized to use the Service.

“You” or “Customer” means the individual or entity that has ordered the Service.

2. Using Our Services

2.1 Account Registration

To use our Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.2 Account Security

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account.

2.3 Acceptable Use

You agree not to use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

3. Service Availability

ExpoSocial will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for planned downtime, which we will attempt to schedule during low-usage hours, and any unavailability caused by circumstances beyond our reasonable control.

4. Payment Terms

4.1 Fees

You agree to pay all fees specified in your order for the Service. Except as otherwise specified, all fees are quoted in U.S. Dollars, and payment obligations are non-cancelable and fees paid are non-refundable.

4.2 Billing and Renewal

ExpoSocial charges and collects fees in advance for use of the Service. We will automatically renew and bill your payment method on record each billing period unless you cancel your service.

5. Intellectual Property Rights

ExpoSocial and its licensors exclusively own all right, title, and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries.

6. Term and Termination

6.1 Term

This Agreement begins on the date you first accept it and continues until all subscriptions hereunder have expired or been terminated.

6.2 Termination for Cause

Either party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.

6.3 Effect of Termination

Upon any termination, your right to use the Service will immediately cease. Any termination of this Agreement shall not relieve you of the obligation to pay any fees accrued or payable to ExpoSocial.

7. User Content

We claim no ownership rights over the content that you provide to the Service. Your content remains yours. When you upload content to the Service, you grant us a worldwide license to use, copy, modify, distribute, publish, and process that content without any further consent, notice, or compensation to you.

8. Confidentiality

Each party will protect the other’s confidential information from unauthorized use, access, or disclosure in the same manner as it protects its own confidential information, and in any event, no less than reasonable care.

9. Limitation of Liability

In no event will ExpoSocial, its affiliates, officers, employees, agents, suppliers, or licensors be liable for any indirect, special, incidental, punitive, exemplary, or consequential damages or any loss of revenue, profits, or data arising in connection with this agreement.

10. Miscellaneous

10.1 Governing Law

This Agreement will be governed by the laws of the state of California, without regard to its conflict of laws principles.

10.2 Entire Agreement

This Agreement constitutes the entire agreement between you and ExpoSocial regarding the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

11. Data Protection and Security

ExpoSocial takes the security and protection of your data very seriously. This section outlines our commitments and your responsibilities regarding data protection.

11.1 Data Ownership

You will own the intellectual property rights in your data. ExpoSocial will own the intellectual property in: (a) the ExpoSocial Platform, (b) any improvements or customizations to the ExpoSocial Platform including custom features we develop for you, (c) any anonymized aggregated data generated by the ExpoSocial Platform, and (d) any data and metadata routinely generated by the ExpoSocial Platform as part of its normal operation other than your data.

11.2 Data Processing Agreement

ExpoSocial processes your personal data in accordance with our Data Processing Agreement and Privacy Notice. When you provide personal data to ExpoSocial, you are responsible for making sure that you have the necessary rights (including consents where required) to do so. You warrant that by providing the data to ExpoSocial you are doing so lawfully and not infringing anyone’s privacy rights. You will indemnify ExpoSocial against any liabilities arising from your breach of this warranty.

11.3 Data Security Measures

ExpoSocial will use up-to-date technologies to ensure that the ExpoSocial Platform is protected from cyber attacks, virus infection, spyware, malicious software, trojans, and other harmful code. However, access to and use of the ExpoSocial Platform is subject to risks inherent in information technology networks including harmful code. ExpoSocial does not warrant that the ExpoSocial Platform will never transmit harmful code. Except in the event of intentional misconduct, negligence, or breach of this agreement, ExpoSocial will not be liable for any damage to your or your clients’ systems, data, or property resulting from such risks.

11.4 Data Backup and Recovery

To ensure business continuity, ExpoSocial backs up data offsite, designed to restore your content and data to the previous hour. ExpoSocial does not back up data that is stored on an integration (such as third-party services), so may not be able to recover the data if the integrated service fails. ExpoSocial will not be liable for such data loss, as it will be a matter between you and the integration vendor.

11.5 Data Breach Response

In the event of a data breach or security incident affecting your data, ExpoSocial will:

• Notify you promptly upon discovery of the breach (within 72 hours)
• Take immediate steps to contain and investigate the breach
• Provide you with information about the nature of the breach, the data affected, and the steps being taken to address it
• Cooperate with you to mitigate potential damages and comply with any regulatory notification requirements

11.6 Security Best Practices for Users

To help protect your data, you agree to:

• Keep your username and password secret, and notify ExpoSocial immediately if you discover or suspect any unauthorized use of your account
• Implement and maintain appropriate security measures for your access credentials
• Ensure that only authorized individuals have access to your ExpoSocial account
• Promptly report any security vulnerabilities or incidents to ExpoSocial

11.7 Liability for Data Incidents

ExpoSocial’s liability under this agreement is capped at 100% of fees you have paid for use of the ExpoSocial Platform in the 12 months preceding the event giving rise to the claim. If this liability cap cannot be applied for any reason, or if a court or regulatory body determines that ExpoSocial is liable for negligence, intentional misconduct, or breach of its legal obligations in respect of personal data (including in the event of a data breach), then the liability cap is instead 200% of fees paid in the preceding 12 months.

12. Acceptable Use Policy

To ensure the security and proper functioning of our platform for all users, the following acceptable use policy applies:

ExpoSocial has the right to suspend or terminate your access to the ExpoSocial Platform immediately if you break any of these rules (in addition to any legal claim we may have against you). ExpoSocial will not be liable to you for any losses you sustain as the result of breaking these rules or not using security and safety features that ExpoSocial makes available to you.

13. Additional Terms

13.1 Data Processing and Privacy Policy

Your use of the Service is also governed by our Privacy Policy and Data Processing Agreement, which are incorporated by reference. These documents describe how we handle your personal data and your rights. You are responsible for reviewing and understanding them before using the Service.

13.2 Change of Terms

We may modify these Terms at any time. If we make changes that materially affect your rights, we will provide at least 14 days’ advance notice. Continued use of the Service after the effective date constitutes your acceptance of the modified Terms.

13.3 Use of Aggregated Data

We may use anonymized, aggregated data derived from your use of the Service to improve our products and services, conduct analytics, and for other lawful purposes. This data will not include any personally identifiable information.

13.4 Indemnity for Data Misuse

You agree to indemnify and hold harmless ExpoSocial from any claims, damages, liabilities, or expenses arising from your misuse of personal data, including but not limited to breach of data protection laws, failure to obtain necessary consents, or unauthorized disclosures.

13.5 Statement of Work Supremacy

In the event of any conflict between these SaaS Terms and an Order Form or Statement of Work (SOW), the terms of the Order Form or SOW shall prevail.