Terms Of Use.

Last Updated: May 31, 2019

Respondology provides certain software and web-based applications and marketing services, available at respondology.com and app.respondology.io as may be amended, modified, or updated by Respondology in its sole discretion from time to time with or without notice to you (“Service”). You are a user of the Service and/or have entered into one or more separate written agreements (“Separate Agreements”) for use of the Service. These Terms of Use, available at respondology.com/terms, are in conjunction with Respondology’s Privacy Policy, available at respondology.com/privacy, and the Separate Agreements (collectively, “Agreement”). If the terms of this Terms of Use and/or our Privacy Policy conflict with the Separate Agreements, the Separate Agreements shall control solely with respect to the specific terms in conflict. Otherwise this Terms of Use and our Privacy Policy shall supplement and be in addition to the terms of the Separate Agreements. By using our Service, including without limitation accessing our websites or creating an account with us, this Terms of Use and our Privacy Policy are a legally binding contract between you and Respondology. Even if the Separate Agreements terminate or expire, your use of the Service will be governed by this Terms of Use and our Privacy Policy. We may modify, amend, or supplement this Terms of Use and our Privacy Policy at any time with or without notice to you. Your continued use of the Service shall constitute your acceptance to and being bound by such modified, amended, or supplemented terms. Please check back at these terms on a regular basis. If you are not eligible or authorized, or do not agree to this Terms of Use or our Privacy Policy, then you do not have our permission to use the Service and should not access our websites or create an account with us. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY YOU AND BY RESPONDOLOGY TO BE BOUND BY THESE TERMS OF USE.

1. Service Overview
The Service provides, among other things, certain services, processes, and technologies which conducts certain monitoring, filtering, decision making, and analytics reporting on and against comments and content made by third parties on various social media accounts owned by you or your client or customer for whom you have received authority to access and manage as agent on their behalf.

2. Eligibility and Authorization
You must be at least 18 years old to use the Service. By agreeing to these Terms of Use, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms of Use on your behalf represents and warrants that they have authority to bind you to these Terms of Use and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity’s behalf. If you are representing your client or customer who shall be the end-use beneficiary of the Service hereunder (“End-Use Customer”), you represent and warrant that you have been granted all valid legal authority to act as agent on behalf of such End-Use Customer, that the End-Use Customer has read and agreed to be bound by these Terms of Use, and references to you herein (and all of your obligations hereunder) will also refer to such End-Use Customer. You shall fully defend, indemnify, and hold us harmless for any breach of the foregoing representations and warranties.

3. Accounts and Registration
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. This account username is only for a single individual and should not be shared with other individuals or used under a group or alias email address. If you believe that your account is no longer secure, then you must immediately notify us at legal@respondology.com.

4. Payment Terms
Generally, the Separate Agreements and/or supplemental terms will provide the agreement between you and us regarding your payment obligations for our provision of the Service to you. We may update this Section from time to time to provide for general payment terms for a certain customer type where there are no Separate Agreements or where payment terms are not governed by Separate Agreements.

5. Licenses
5.1 Permission to Use
Subject to your complete and ongoing compliance with these Terms of Use, we grant you a limited, non-transferable, non-sublicensable, revocable permission to access and use the Service consistent with the Agreement.

5.2 Restrictions
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it. Excepting as permitted for an End-Use Customer as provided herein, you may not use the Service on behalf of any third party or in a service bureau, reseller, or other similar capacity.

5.3 Feedback
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant to us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

6. Ownership; Proprietary Rights
The Service is owned and operated by Respondology. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, and all other elements of the Service (“Materials”) provided by us are protected by intellectual property and other laws. All Materials included in the Service are the property of Respondology or its respective third party licensors, if any. Except as expressly authorized by us, you may not make use of the Materials. We reserve all rights in and to the Materials not granted expressly in these Terms of Use.

7. Third Party Services
7.1 Third Party Services
Disclaimers
We provide tools through the Service that enable you to import and export information, including Your Content (defined below), and User Content (defined below), to and from third party services, including through features that allow you to link your account on the Service with an account and other third party data associated with your account on social network service platforms such as, without limitation, Instagram, Facebook, and YouTube (“Third Party Services”). You agree that we may transfer such information to and from Third Party Services. Third Party Services are not under our control, and we are not responsible for any Third Party Services or their use of such information, either before or after provision of our Service.

The Service depends on the availability of Third Party Services and the features and functionality they make available to us, which we do not control and which they may change without notice. If at any time a Third Party Service stops making some or all of its features or functionality available to us, or available to us on terms unreasonable to us as determined by us in our sole discretion, we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change.

You acknowledge that your use of Third Party Services is governed solely by the terms and conditions and privacy policies of such Third Party Services, and that we do not endorse, are not liable for, and make no representations as to the Third Party Services, its content, or the manner in which such Third Party Services uses, stores, or processes your data. You represent and warrant that you shall at all time remain in full compliance with all terms and conditions and privacy policies of Third Party Services as such may be in effect at any given time. We are not liable for any damage or loss arising from or in connection with your use of Third Party Services, your enablement of such Third Party Services through the Service, or your reliance on the policies, privacy practices, and data security processes of such Third Party Services. We are not responsible or liable for any changes to or deletion of your data by the Third Party Services. You irrevocably waive any claim against us with respect to such Third Party Services.

7.2 Third Party Services Data and Permissions
You agree to allow us to use and collect the Content which you have authorized in your account, in accordance with the Agreement and the permissions you have provided to share Content from the Third Party Services with the Service and vice versa. We use commercially reasonable efforts to: (a) obtain adequate consent from you before using Third Party Services to collect and process data about you; (b) only collect data about you that are required to provide the Service; (c) to comply with the terms and policies of Third Party Services; and (d) ensure that the Agreement does not modify, supersede, or be inconsistent with the terms and policies of Third Party Services. Please see our Privacy Policy for more detailed information about the kinds of data we collect about you and how we use it. For clarity, following is a description of each of the data permissions that you provide to us for specific social media platforms:

(a) Instagram.

(1) Instagram Basic. This grants us permission to read basic information about your account, including publicly-available information about you and basic metadata about your account.

(2) Instagram Mange Comments. This grants us permission to read, update, delete, and hide comments and media objects, such as stories, on your account.

8. Content
8.1 Content Generally
The Service is linked to your account on one or more social media platforms and is granted access to your social media posts and other content you upload, as well as certain data about you that you make available to us through your accounts. All such content and data is known as “Your Content”. Third parties may post comments or other content on your social media accounts. All such content and data relating to such third parties and their content that is made available to us through the Service is known as “User Content”. Your Content and User Content is collectively called “Content”. The Service fundamentally helps you manage and control what User Content is made available for public viewing on Your Content. You retain any copyright and other proprietary rights that you may hold in Your Content. The respective third parties who post User Content retain any copyright and other proprietary rights that they may hold in such User Content. Nevertheless, we need certain permission from you with regard to Content in order to provide the Service.

8.2 Limited License Grant to Us
By using the Service and linking your account(s) to the Service, you grant to us a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Content as required for us to provide you with the Service as contemplated hereunder.

8.3 Content Representations and Warranties
We disclaim any and all liability in connection with the Content. You are solely responsible for the Content and the consequences of providing Content to us via the Service. You affirm, represent, and warrant that:

(a) you are the creator and owner of Your Content, and you have all necessary licenses, rights, consents, and permissions to authorize us to use and distribute Your Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by us and the Agreement;

(b) you have all necessary licenses, rights, consents, and permissions to authorize us to use and distribute User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by us and the Agreement;

(c) Content, and the use of Content as contemplated by us and the Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause us to violate any law or regulation; and

(d) Your Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

(e) Your Content does not and will not contain Hateful Content (defined below), a Threat of Physical Harm (defined below), or Harassment (defined below), nor will your use of the Service be used to conduct or perpetuate any of the foregoing actions by or against any of the third parties who post User Content.

The following serves as a guide to help illustrate generally the types of content that fall within the scope of our policy on Hateful Content, Threats of Physical Harm, and Harassment, but is not exhaustive, and shall ultimately be interpreted and enforced in our sole discretion. This Section does not limit any of our other rights or remedies provided herein or at law. For the avoidance of doubt, Your Content may not include any of the below categories or descriptors, nor may your use of the Service conduct or perpetuate any of the below categories or descriptors with regard to the third parties who post User Content on your accounts. We may refuse to publish or promote any of Your Content that violates the Agreement or the terms or policies of any third party platform with which the Service operates.

“Hateful Content” includes, without limitation, any statement, image, photograph, or other content that in our sole judgment could be reasonably perceived to harm, threaten, demean, promote the harassment of, promote the intimidation of, or promote the abuse of others for any reason, including by reason of race, gender or gender identity, national origin, sexual orientation, religion, or otherwise.

A “Threat of Physical Harm” includes 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, including references to current or historical figures or groups that are known for purporting such content, such as the Ku Klux Klan, Nazi Party, and the like.

“Harassment” includes revealing someone’s personal information, also known as “doxxing”; online stalking, and bullying; wishes for physical harm directed at a person or persons; or incitement of others to any of the previous items.

We reserve the right to suspend or terminate your account with us if Your Content, your use of the Service, or your use of any third party service contains, conducts, or perpetuates Hateful Content, a Threat of Physical Harm, or Harassment.

We also may suspend or terminate your account if we determine, in our sole discretion, that you are either: (a) an individual or organization which 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, Harassment, or a Threat of Physical Harm. A person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content, Harassment, or a Threat of Physical Harm.

Notwithstanding the foregoing, we reserve the right to screen, remove, edit, or block any of Your Content we find in violation of these Terms of Use or that we find, in our sole discretion to be otherwise objectionable, at our sole discretion.

8.4 Content Disclaimer
We will not be in any way responsible or liable for Content. You understand that when using the Service and social media networks, you will be exposed to various content from a variety of sources and acknowledge that such content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to such Content. You further agree to fully defend, indemnify, and hold us harmless against any third party claims with regard to any filtering or control we or you may exercise through the Service on User Content. For clarity, we do not permit copyright-infringing activities on the Service.

9. Prohibited Conduct
IN ADDITION TO YOUR OTHER OBLIGATIONS HEREUNDER, BY USING THE SERVICE YOU AGREE NOT TO:

(a) use the Service for any illegal purpose or in violation of any local, state, national, or international law;

(b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

(c) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or (iii) hacking, password “mining” or using any other illegitimate means of interference;

(d) modify or create derivatives of any part of the Service or otherwise use the Service in order to gain competitive intelligence to build a competing product;

(e) interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service; perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth; take action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or our systems or networks, or any systems or networks connected to the Service or us; sell or otherwise transfer the access granted under the Agreement or any Materials or any right or ability to view, access, or use any Materials; or

(f) attempt to do any of the acts described in this Section or assist or permit any person in engaging in any of the acts described in this Section.

10. Digital Millennium Copyright Act
10.1 DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

Respondology, LLC
ATTN: Legal Department (Copyright Notification)
2000 Central Avenue, Suite 100
Boulder, CO 80301
Email: legal@respondology.com

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

your address, telephone number, and email address;

(d) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

10.2 Repeat Infringers
It is our policy to promptly terminate the accounts of users that are determined by us in our sole discretion to be repeat infringers.

11. Term, Termination and Modification of the Service
11.1 Term
The Service and these Terms of Use shall be effective upon your first use of the Service, and on an ongoing basis as you use the Service following any modification or update by us, until terminated in accordance with the Agreement.

11.2 Termination
If you violate any provision of these Terms of Use, or, in our sole discretion have reason to believe your violation is imminent, we may terminate or suspend your access to the Service immediately, with or without notice to you, without any liability to us. In addition, we may terminate or suspend your access to the Service, at any time for any reason or no reason, with or without notice to you. You may terminate your account by providing notice to your account representative at Respondology, or as otherwise may be provided in the Separate Agreement.

11.3 Effect of Termination
Upon termination of your access to the Service: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must immediately pay us any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 8, 11.3, 12, 13, 14, 15 and 16 will survive.

11.4 Modification of the Service
We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

12. Indemnity
You are responsible for your use of the Service, and you will defend and indemnify Respondology and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms of Use, any representation, warranty, or agreement referenced in these Terms of Use, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

13. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR THE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF USE. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER OR USER OF THIRD PARTY SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING CONTENT.

HOWEVER, WE DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT WE ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER IS LIMITED TO $100 US.

EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF USE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF USE.

THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Dispute Resolution
Generally, the Separate Agreements will provide the agreement between you and us regarding how we resolve disputes between us. We may update this Section from time to time to provide for general dispute resolution terms for a certain customer type where there are no Separate Agreements or where dispute resolution terms are not governed by Separate Agreements.

NOTWITHSTANDING THE FORGOING, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both parties agree otherwise, the

arbitrator or court may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16. General Terms
These Terms of Use, together with the Privacy Policy and any Separate Agreements, are the entire and exclusive understanding and agreement between you and us regarding the Service. You may not assign or transfer these Terms of Use or your rights under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent of Respondology. We may assign these Terms of Use at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms of Use, or any provision of these Terms of Use, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms of Use is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms of Use the use of the word “including” means “including but not limited to”. If any part of these

Terms of Use is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

16.1 Governing Law
These Terms of Use are governed by the laws of the State of Colorado without regard to conflict of law principles. The parties submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Denver County, Colorado for resolution of any lawsuit or court proceeding permitted under these Terms of Use.

16.2 Consent to Electronic Communications
By using the Service, you consent to receiving certain electronic communications from us in order to provide the Service to you. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

16.3 International Use
Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.