Terms of Service

1. Acceptance of Terms

Welcome to SocialNexis. These Terms of Service (“Terms,” “Agreement”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and SocialNexis (“SocialNexis,” “we,” “us,” or “our”). For any matter requiring contact with SocialNexis for legal purposes, including service of legal process, please write to legal@socialnexis.com. SocialNexis may, at any time and without further notice to or consent from User, assign, novate, or otherwise transfer these Terms and all rights and obligations hereunder to any successor entity formed to operate the Service; upon any such assignment, every reference in these Terms to SocialNexis shall be deemed to refer to that successor entity, and that successor entity shall be the contracting party with you for all purposes hereunder.

By accessing, browsing, or using the SocialNexis platform, website, applications, APIs, or any related services (collectively, the “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

These Terms apply to all visitors, users, and others who access or use the Service. By using the Service, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this Agreement.

2. Description of Service

SocialNexis provides a software-as-a-service (SaaS) platform that enables users to automate, schedule, and manage their activities on supported third-party social media platforms, currently including LinkedIn and X (formerly Twitter), and any additional platforms SocialNexis may support from time to time (each a “Supported Platform” and collectively, the “Supported Platforms”). The Service includes, without limitation:

• Creating, scheduling, and publishing posts on Supported Platforms
• Automating comments, likes, follows, reposts, and other engagement on Supported Platforms
• Managing connection requests, follow requests, and direct messages
• Generating AI-powered content suggestions
• Analyzing engagement and performance metrics across Supported Platforms

3. Account Registration and Security

3.1 Account Creation

To access most features of the Service, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Notify us immediately of any unauthorized access or use of your account
• Accept responsibility for all activities that occur under your account

3.2 Supported Platform Connections

To use the core features of the Service, you must connect one or more accounts on a Supported Platform (e.g., LinkedIn, X / Twitter). By connecting any such account, you:

• Authorize SocialNexis to access the connected account through OAuth, session tokens, browser-based automation, or other authentication methods
• Grant SocialNexis permission to perform actions on the Supported Platform on your behalf, including posting content, commenting, liking, reposting, following, and sending connection, follow, or direct-message requests
• Acknowledge that SocialNexis stores authentication credentials and tokens to maintain your connection
• Understand that you may disconnect any connected Supported Platform account at any time through your account settings
• Represent and warrant that you have the right and authority to connect each such account and to grant the permissions above

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your SocialNexis password and any Supported Platform authentication tokens or credentials stored or transmitted through the Service. SocialNexis shall not be liable for any loss or damage arising from your failure to protect your account credentials.

You agree to:

• Use a strong, unique password for your SocialNexis account
• Not share your account credentials with any third party
• Not allow others to access or use your account
• Log out of your account after each session on shared devices
• Immediately notify us if you suspect unauthorized access to your account

4. User Responsibilities and Conduct

4.1 Compliance with Laws and Third-Party Terms

You are solely responsible for ensuring that your use of the Service complies with:

• All applicable federal, state, local, and international laws and regulations
• LinkedIn's User Agreement, Professional Community Policies, and all other LinkedIn terms and policies
• The X (formerly Twitter) Terms of Service, X Rules, Developer Agreement and Policy, Automation Rules, and all other terms and policies of X Corp.
• The terms of service, acceptable use policies, automation policies, and community guidelines of every other Supported Platform on which you use the Service
• Any other third-party terms of service that may apply to your activities

YOU ACKNOWLEDGE AND AGREE THAT SOCIALNEXIS DOES NOT GUARANTEE COMPLIANCE WITH THE TERMS OF SERVICE, POLICIES, OR AUTOMATION RULES OF ANY SUPPORTED PLATFORM, INCLUDING WITHOUT LIMITATION LINKEDIN AND X / TWITTER. The terms, policies, and enforcement practices of Supported Platforms may change at any time without notice to SocialNexis or to you. It is your sole responsibility to review and comply with the then-current terms and policies of every Supported Platform on which you operate.

4.2 Content Responsibility

You are solely and entirely responsible for all content you create, schedule, publish, or distribute through the Service, including but not limited to:

• Posts and articles
• Comments and replies
• Messages and InMail
• Connection request messages
• Profile information
• Any other content transmitted through any Supported Platform via the Service

This responsibility includes AI-generated content that you review, edit, approve, or publish through the Service. You must review all content before publication and ensure it meets your standards and complies with applicable laws and the policies of every Supported Platform on which the content is published.

4.3 Prohibited Uses

You agree NOT to use the Service to:

Violate Laws or Rights

• Violate any applicable law, regulation, or legal obligation
• Infringe upon the intellectual property rights of any third party, including copyrights, trademarks, patents, or trade secrets
• Defame, harass, threaten, stalk, or intimidate any individual
• Invade the privacy of any individual
• Discriminate against any individual or group based on protected characteristics

Spam and Deceptive Practices

• Send spam, unsolicited messages, or bulk automated messages
• Create fake accounts or misrepresent your identity
• Engage in phishing, fraud, or other deceptive practices
• Artificially inflate engagement metrics or manipulate the algorithms of any Supported Platform
• Scrape, harvest, or collect information from any Supported Platform or its users in violation of applicable terms

Harmful Content

• Distribute malware, viruses, or other harmful code
• Post content that is illegal, obscene, pornographic, or promotes violence
• Share false or misleading information
• Promote illegal activities, including illegal drugs or weapons
• Engage in hate speech or promote discrimination

Platform Abuse

• Circumvent, disable, or interfere with the Service's security features
• Attempt to gain unauthorized access to the Service or its systems
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service in a manner that could damage, disable, or impair the Service
• Use automated tools to access the Service except as expressly permitted
• Resell, sublicense, or redistribute the Service without authorization

Supported Platform Policy Violations

• Violate the rate limits, automation policies, or any other restrictions of any Supported Platform (including without limitation LinkedIn and X / Twitter)
• Use the Service for activities that any Supported Platform prohibits
• Attempt to circumvent any Supported Platform's detection of automated activity
• Create or operate accounts on any Supported Platform in a manner that violates that platform's terms or policies

4.4 Consequences of Violations

We reserve the right, but have no obligation, to:

• Monitor content and activities on the Service
• Remove or disable access to any content that violates these Terms
• Suspend or terminate accounts that violate these Terms
• Report violations to law enforcement or to the operator of any Supported Platform
• Cooperate with investigations by law enforcement or by the operator of any Supported Platform

5. Supported Platform Acknowledgments

5.1 Third-Party Platforms

EACH SUPPORTED PLATFORM (INCLUDING WITHOUT LIMITATION LINKEDIN AND X / TWITTER) IS A THIRD-PARTY PLATFORM NOT OWNED, CONTROLLED, OR OPERATED BY SOCIALNEXIS.

Your use of any Supported Platform, whether through the Service or directly, is governed by that platform's user agreement, privacy policy, automation rules, and other applicable terms and policies. LinkedIn is operated by LinkedIn Corporation, a subsidiary of Microsoft Corporation. X (formerly Twitter) is operated by X Corp. SocialNexis is not affiliated with, endorsed by, or sponsored by any of these entities.

5.2 No Guarantee of Compliance

SOCIALNEXIS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE, OR YOUR USE OF THE SERVICE, COMPLIES WITH THE TERMS OF SERVICE, POLICIES, AUTOMATION RULES, OR TECHNICAL REQUIREMENTS OF ANY SUPPORTED PLATFORM. The terms, policies, and enforcement practices of Supported Platforms may change at any time without notice to SocialNexis or to you. It is your sole responsibility to determine, monitor, and maintain compliance with the then-current terms of every Supported Platform on which you operate.

5.3 Risk of Account Restrictions

BY USING THE SERVICE, YOU ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR ACCOUNT ON ANY SUPPORTED PLATFORM MAY BE RESTRICTED, SHADOW-BANNED, RATE-LIMITED, SUSPENDED, OR PERMANENTLY BANNED BY THAT PLATFORM, INCLUDING WITHOUT LIMITATION AS A RESULT OF POSTS, COMMENTS, LIKES, FOLLOWS, CONNECTION REQUESTS, MESSAGES, AND OTHER ACTIONS YOU AUTHORIZE THROUGH THE SERVICE.

This may occur without warning and for reasons including but not limited to:

• A Supported Platform's detection of automated, unusual, or policy-violating activity
• Changes to a Supported Platform's terms of service, automation rules, or enforcement practices
• Reports from other users of a Supported Platform
• The sole discretion of the Supported Platform operator

5.4 Your Sole Responsibility for Supported Platform Actions

IF, BY USING THE SERVICE, YOU INFRINGE ON OR VIOLATE THE TERMS OF SERVICE, POLICIES, AUTOMATION RULES, OR APPLICABLE LAW OF ANY SUPPORTED PLATFORM, YOU WILL BE SOLELY AND ENTIRELY RESPONSIBLE FOR ALL CONSEQUENCES, AND SHALL HAVE NO RECOURSE AGAINST SOCIALNEXIS, FOR ANY ACTION TAKEN BY THAT PLATFORM AGAINST YOUR ACCOUNT.

5.5 No Liability for Supported Platform Actions

SOCIALNEXIS SHALL NOT BE LIABLE FOR ANY ACTION TAKEN BY ANY SUPPORTED PLATFORM AGAINST YOUR ACCOUNT, INCLUDING BUT NOT LIMITED TO:

• Temporary or permanent account suspension or ban
• Shadow-bans, rate-limits, reach throttling, or visibility restrictions
• Content removal or demonetization
• Feature restrictions or loss of platform privileges
• Termination of your account on a Supported Platform
• Loss of connections, followers, subscribers, or engagement
• Loss of business opportunities, revenue, or goodwill

You use the Service at your own risk with full knowledge of these potential consequences. SocialNexis also reserves the right to suspend or close your SocialNexis account if we detect activity that we, in our sole discretion, believe violates these Terms or the terms of any Supported Platform, in order to protect the integrity of the Service and other users.

6. AI-Generated Content

6.1 Nature of AI Content

The Service includes features that use artificial intelligence to generate content suggestions, draft posts, comments, and other materials (“AI Content”). You acknowledge and understand that:

• AI Content is generated by automated systems and machine learning models
• AI Content may contain errors, inaccuracies, biases, or inappropriate material
• AI Content is provided as a starting point and requires human review and editing
• AI Content may not be original and may inadvertently resemble or reproduce existing content

6.2 No Warranty on AI Content

SOCIALNEXIS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, QUALITY, APPROPRIATENESS, ORIGINALITY, OR SUITABILITY OF AI CONTENT FOR ANY PURPOSE. AI Content is provided “as is” without any warranty of any kind.

6.3 Your Responsibility for AI Content

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR REVIEWING, EDITING, AND APPROVING ALL AI CONTENT BEFORE PUBLICATION.

Once you publish AI Content through the Service, it becomes your content, and you assume full responsibility for it. You agree to:

• Carefully review all AI Content before publication
• Edit AI Content as necessary to ensure accuracy and appropriateness
• Verify any factual claims made in AI Content
• Ensure AI Content does not infringe on third-party intellectual property rights
• Ensure AI Content complies with the terms and policies of every applicable Supported Platform and with applicable laws

6.4 AI Training

By using the AI features of the Service, you acknowledge that aggregated, de-identified data derived from your use may be used to improve and train our AI models. We will not use your individually identifiable content to train AI models without your explicit consent.

6.5 Express User Indemnity for AI Content

IN ADDITION TO THE GENERAL INDEMNIFICATION OBLIGATIONS IN SECTION 12, YOU EXPRESSLY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SOCIALNEXIS AND ITS AFFILIATES FROM ANY CLAIM, DEMAND, LIABILITY, DAMAGE, LOSS, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO ANY AI CONTENT THAT YOU REVIEW, EDIT, APPROVE, SCHEDULE, OR PUBLISH THROUGH THE SERVICE, REGARDLESS OF THE EXTENT OF YOUR EDITS.

You acknowledge that once you cause AI Content to be published through the Service, that content is your content for all purposes under these Terms, and the fact that it was generated or partially generated by AI shall not reduce your responsibility or shift any liability to SocialNexis.

7. Intellectual Property

7.1 SocialNexis Intellectual Property

The Service, including its original content, features, functionality, design, text, graphics, logos, icons, images, audio clips, software, and code, is and shall remain the exclusive property of SocialNexis and its licensors. The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service or any part thereof without our prior written consent.

7.2 Your Content

You retain ownership of all content you create, upload, or transmit through the Service (“Your Content”). By using the Service, you grant SocialNexis a worldwide, non-exclusive, royalty-free license to:

• Store, process, and display Your Content as necessary to provide the Service
• Transmit Your Content to any Supported Platform on your behalf
• Create backup copies of Your Content for data protection purposes
• Use aggregated, anonymized data derived from Your Content to improve the Service

This license terminates when you delete Your Content or close your account, except for content that has been shared with others or published to any Supported Platform, and except for aggregated, anonymized data.

7.3 Third-Party Intellectual Property

You represent and warrant that Your Content does not infringe upon the intellectual property rights of any third party. You are solely responsible for ensuring that Your Content, including any AI-generated content you publish, does not violate the copyrights, trademarks, or other intellectual property rights of others.

7.4 Feedback

If you provide suggestions, ideas, or feedback regarding the Service (“Feedback”), you grant SocialNexis a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

7.5 Copyright Complaints (DMCA)

SocialNexis respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512), SocialNexis will respond promptly to claims of copyright infringement on the Service that are properly reported to our Designated Copyright Agent.

If you believe that content available on or through the Service infringes your copyright, please send a written notice to our Designated Copyright Agent that includes substantially the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed
• Identification of the copyrighted work claimed to have been infringed
• Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it (e.g., URL or post identifier)
• Your contact information, including address, telephone number, and email address
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf

Notices and counter-notices must be sent in writing to our Designated Copyright Agent:

If we remove or disable access to content in response to a notice of infringement, we will make reasonable efforts to notify the affected user, who may submit a written counter-notice that complies with 17 U.S.C. § 512(g)(3).

Under appropriate circumstances, SocialNexis will terminate the accounts of users determined to be repeat infringers. Knowingly misrepresenting that material is infringing, or that material was removed in error, may subject the sender to liability under 17 U.S.C. § 512(f).

9. Service Availability and Modifications

9.1 No Uptime Guarantee

THE SERVICE IS PROVIDED ON AN “AS AVAILABLE” BASIS. SOCIALNEXIS DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF AVAILABILITY, UPTIME, OR PERFORMANCE.

The Service may be unavailable due to:

• Scheduled maintenance and updates
• Unscheduled outages or technical issues
• Third-party service disruptions, including changes to the APIs, web interfaces, automation rules, or detection systems of any Supported Platform
• Force majeure events
• Any other circumstances beyond our reasonable control

9.2 Service Modifications

SocialNexis reserves the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We may:

• Add, modify, or remove features
• Update the user interface or functionality
• Change technical requirements
• Discontinue the Service entirely

We will make reasonable efforts to provide advance notice of material changes, but we are not obligated to do so.

9.3 Supported Platform Changes

The Service depends on continued access to Supported Platforms through APIs, web interfaces, and other technical means. Any Supported Platform (including without limitation LinkedIn and X / Twitter) may change, restrict, throttle, or discontinue such access at any time, with or without notice, and may deploy new detection or anti-automation systems that affect or eliminate Service functionality. SocialNexis shall not be liable for any loss of functionality or any other harm resulting from changes to the APIs, web interfaces, terms, policies, or enforcement systems of any Supported Platform.

9.4 Beta and Preview Features

From time to time, SocialNexis may offer features, products, services, or platform integrations identified as “beta,” “preview,” “early access,” “experimental,” or by similar designation (collectively, “Beta Features”). Beta Features are provided strictly on an “as is” and “as available” basis for evaluation purposes only.

BETA FEATURES MAY BE INCOMPLETE, UNSTABLE, ERROR-PRONE, OR INSECURE, AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME WITHOUT NOTICE.

The warranty disclaimers in Section 10, the limitations of liability in Section 11, and the indemnification obligations in Section 12 apply to Beta Features with full force and effect. SocialNexis has no obligation to make any Beta Feature generally available, and your use of any Beta Feature does not create any right to its continued availability.

10. Disclaimer of Warranties

11. Limitation of Liability

11.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOCIALNEXIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business, goodwill, or data
• Cost of procurement of substitute services
• Damages resulting from unauthorized access to or alteration of your content or data
• Damages resulting from the suspension, termination, restriction, shadow-banning, rate-limiting, or other adverse action taken by any Supported Platform against any account you operate
• Damages resulting from any third-party claims arising from your use of the Service
• Damages resulting from AI-generated content, including errors, inaccuracies, or inappropriate material

These limitations apply whether the damages arise from breach of contract, tort (including negligence), strict liability, or any other legal theory, even if SocialNexis has been advised of the possibility of such damages.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF SOCIALNEXIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE GREATER OF:

• (A) The total fees paid by you to SocialNexis during the twelve (12) months immediately preceding the event giving rise to the claim; or
• (B) One Hundred United States Dollars (US $100).

11.3 Essential Purpose

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

11.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

11.5 California Civil Code § 1542 Waiver

If you are a resident of California, you expressly waive the protections of California Civil Code § 1542 (and any analogous statute, rule, or principle of common law in any other jurisdiction), which provides:

You acknowledge that the disclaimers, limitations, releases, and waivers in these Terms apply to all claims, whether known or unknown, suspected or unsuspected, that arise out of or relate to these Terms or the Service.

12. Indemnification

12.1 Your Indemnification Obligations

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SOCIALNEXIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) ARISING OUT OF OR RELATED TO:

• Your use of the Service
• Your violation of these Terms
• Your violation of the terms of service, policies, or automation rules of any Supported Platform (including without limitation LinkedIn and X / Twitter)
• Your violation of any applicable law or regulation
• Your Content, including any claims of intellectual property infringement, defamation, or other harm
• AI-generated content that you approve, edit, schedule, or publish through the Service
• Any account you operate on a Supported Platform, and any activities conducted through it via the Service
• Any claim by a third party related to your use of the Service
• Any dispute between you and the operator of any Supported Platform, or between you and any other user of a Supported Platform
• Any harm caused to any third party by your actions through the Service

12.2 Indemnification Procedure

We will promptly notify you of any claim subject to indemnification. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification. You agree to cooperate with our defense of such claims. You may not settle any claim without our prior written consent.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@socialnexis.com and attempt to resolve the dispute informally. We will attempt to resolve the dispute through informal negotiation within 60 days.

13.2 Binding Arbitration

IF WE CANNOT RESOLVE A DISPUTE INFORMALLY, YOU AND SOCIALNEXIS AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING ARBITRATION, rather than in court, except that either party may bring claims in small claims court if they qualify.

This arbitration agreement is governed by the Federal Arbitration Act (FAA) and applies to:

• Claims arising before or after the effective date of these Terms
• Claims between you and SocialNexis
• Claims that arose before you accepted these Terms

13.3 Arbitration Procedures

Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, or by JAMS under its Streamlined Arbitration Rules and Procedures, as applicable. The arbitration shall be conducted in the English language.

The arbitration shall be conducted by a single arbitrator, and the decision of the arbitrator shall be final and binding. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

13.4 Arbitration Location

Unless you and SocialNexis agree otherwise, the arbitration shall take place in Williamson County, Texas, or may be conducted remotely via video conference or telephone at the arbitrator's discretion.

13.5 Arbitration Fees

Payment of arbitration fees shall be governed by the applicable AAA or JAMS rules. SocialNexis will pay all arbitration fees for claims of less than $10,000, unless the arbitrator determines your claim is frivolous.

13.6 Class Action Waiver

YOU AND SOCIALNEXIS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, INCLUDING ANY MASS ARBITRATION.

The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

IF A COURT OR ARBITRATOR DETERMINES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) SHALL BE SEVERED FROM THE ARBITRATION AGREEMENT IN SECTION 13.2 AND SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS IDENTIFIED IN SECTION 14.2. UNDER NO CIRCUMSTANCES SHALL ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING BE CONDUCTED IN ARBITRATION.

13.7 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@socialnexis.com within 30 days of first accepting these Terms. The notice must include your name, address, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, you may still bring claims in court, subject to the other provisions of these Terms.

13.8 Survival

This arbitration agreement shall survive termination of these Terms and your use of the Service.

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law principles, except that the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) shall govern the interpretation and enforcement of the arbitration provisions in Section 13. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14.2 Exclusive Jurisdiction

For any dispute not subject to arbitration, you and SocialNexis agree to submit to the exclusive jurisdiction of the state and federal courts having jurisdiction over Williamson County, Texas (which includes the United States District Court for the Western District of Texas). You waive any objection to personal jurisdiction or venue in such courts and any defense of inconvenient forum.

14.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND SOCIALNEXIS WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

15. Term and Termination

15.1 Term

These Terms are effective as of the date you first access or use the Service and continue until terminated by either party.

15.2 Termination by You

You may terminate your account at any time by:

• Using the account deletion feature in your account settings
• Contacting us at legal@socialnexis.com

Upon termination, your right to use the Service will cease immediately.

15.3 Termination by SocialNexis

We may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice, including but not limited to:

• Violation of these Terms
• Violation of the terms of service or policies of any Supported Platform
• Fraudulent, abusive, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• Requests by law enforcement or government agencies
• Discontinuation of the Service

15.4 Effect of Termination

Upon termination:

• Your right to access and use the Service will cease immediately
• We may delete your account data, including stored content and settings
• Authentication tokens and credentials for all connected Supported Platforms will be invalidated and deleted
• You will not receive a refund for any unused portion of your subscription

Provisions of these Terms that by their nature should survive termination will survive, including Sections 4.2, 4.3, 5, 6.5, 7, 10, 11, 12, 13, 14, 16, and 17.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and SocialNexis regarding the Service and supersede all prior or contemporaneous agreements, representations, and understandings.

16.2 Waiver

The failure of SocialNexis to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by SocialNexis to be effective.

16.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

16.4 Assignment

You may not assign or transfer these Terms or your rights and obligations hereunder without our prior written consent. SocialNexis may freely assign these Terms and its rights and obligations hereunder without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their successors and assigns.

16.5 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. Nothing in these Terms is intended to confer any rights or remedies on any person other than the parties hereto.

16.6 Headings

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

16.7 Force Majeure

SocialNexis shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, labor disputes, government actions, sanctions, internet or telecommunications failures, denial-of-service or other attacks, changes to or outages of any Supported Platform's APIs, web interfaces, automation rules, or anti-automation systems, or any other third-party service outages.

16.8 Notices

Notices to SocialNexis should be sent to legal@socialnexis.com. Notices to you will be sent to the email address associated with your account or posted on the Service. Notices are effective upon sending or posting.

16.9 Export Compliance

You agree to comply with all applicable export control laws and regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

16.10 Modification of Terms

SocialNexis reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time. We will indicate the effective date of any modified Terms at the top of this page. For material changes, we will provide reasonable advance notice (generally not less than thirty (30) days before the effective date), by email to the address associated with your account, by notice within the Service, or by other reasonable means.

Non-material changes (such as clarifications, corrections of typographical errors, or updates that do not adversely affect your rights) may take effect immediately upon posting.

YOUR CONTINUED USE OF THE SERVICE AFTER THE EFFECTIVE DATE OF MODIFIED TERMS CONSTITUTES YOUR ACCEPTANCE OF THOSE MODIFIED TERMS. If you do not agree to any modified Terms, your sole and exclusive remedy is to stop using the Service and, if applicable, cancel your subscription before the effective date in accordance with Section 8.4.

16.11 Trademarks and Non-Affiliation

“LinkedIn” and the LinkedIn logo are trademarks of LinkedIn Corporation, a subsidiary of Microsoft Corporation. “X,” “Twitter,” the X logo, and the Twitter bird logo are trademarks of X Corp. All other names, logos, product and service names, designs, and slogans appearing on the Service that are not the property of SocialNexis are the property of their respective owners.

SOCIALNEXIS IS AN INDEPENDENT TECHNOLOGY PROVIDER. SOCIALNEXIS IS NOT AFFILIATED WITH, ENDORSED BY, SPONSORED BY, OR OTHERWISE CONNECTED TO LINKEDIN CORPORATION, MICROSOFT CORPORATION, X CORP., OR ANY OTHER OPERATOR OF A SUPPORTED PLATFORM. Any reference in the Service or these Terms to a Supported Platform is for descriptive purposes only and does not imply any partnership, joint venture, agency, or endorsement.

17. Special Acknowledgments

BY USING THE SERVICE, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT:

18. Contact Information

If you have questions about these Terms, please contact us:

19. Acknowledgment

BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SERVICE.