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, Inc., a Delaware corporation (“SocialNexis,” “Company,” “we,” “us,” or “our”).

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 LinkedIn activities, including but not limited to:

• Creating, scheduling, and publishing posts on LinkedIn
• Automating comments and engagement on LinkedIn content
• Managing connection requests and messaging
• Generating AI-powered content suggestions
• Analyzing LinkedIn engagement and performance metrics

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 LinkedIn Account Connection

To use the core features of the Service, you must connect your LinkedIn account. By connecting your LinkedIn account, you:

• Authorize SocialNexis to access your LinkedIn account through OAuth or other authentication methods
• Grant SocialNexis permission to perform actions on LinkedIn on your behalf, including posting content, commenting, liking, and sending connection requests
• Acknowledge that SocialNexis stores authentication tokens to maintain your connection
• Understand that you may disconnect your LinkedIn account at any time through your account settings

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your SocialNexis password and any connected LinkedIn authentication tokens. 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
• Any other third-party terms of service that may apply to your activities

YOU ACKNOWLEDGE AND AGREE THAT SOCIALNEXIS DOES NOT GUARANTEE COMPLIANCE WITH LINKEDIN'S TERMS OF SERVICE. LinkedIn's policies and terms may change at any time without notice. It is your sole responsibility to review and comply with LinkedIn's current terms and policies.

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 LinkedIn 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 LinkedIn's policies.

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 LinkedIn's algorithms
• Scrape, harvest, or collect information from LinkedIn or other 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

LinkedIn Policy Violations

• Violate LinkedIn's rate limits, automation policies, or any other restrictions
• Use the Service for activities that LinkedIn prohibits
• Attempt to circumvent LinkedIn's detection of automated activity
• Create multiple LinkedIn accounts in violation of LinkedIn's terms

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 LinkedIn
• Cooperate with investigations by law enforcement or LinkedIn

5. LinkedIn Terms of Service Acknowledgment

5.1 Third-Party Platform

LINKEDIN IS A THIRD-PARTY PLATFORM NOT OWNED, CONTROLLED, OR OPERATED BY SOCIALNEXIS.

Your use of LinkedIn, whether through the Service or directly, is governed by LinkedIn's User Agreement, Privacy Policy, and other applicable terms and policies.

5.2 No Guarantee of Compliance

SOCIALNEXIS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE COMPLIES WITH LINKEDIN'S TERMS OF SERVICE, POLICIES, OR TECHNICAL REQUIREMENTS. LinkedIn's terms, policies, and enforcement practices may change at any time without notice to SocialNexis or you.

5.3 Risk of Account Restrictions

BY USING THE SERVICE, YOU ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR LINKEDIN ACCOUNT MAY BE RESTRICTED, SUSPENDED, OR PERMANENTLY BANNED BY LINKEDIN.

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

• LinkedIn's detection of automated or unusual activity
• Changes to LinkedIn's terms of service or enforcement policies
• Reports from other LinkedIn users
• LinkedIn's sole discretion

5.4 No Liability for LinkedIn Actions

SOCIALNEXIS SHALL NOT BE LIABLE FOR ANY ACTIONS TAKEN BY LINKEDIN AGAINST YOUR ACCOUNT, including but not limited to:

• Temporary or permanent account suspension
• Content removal
• Feature restrictions
• Termination of your LinkedIn account
• Loss of connections, followers, or engagement
• Loss of business opportunities or revenue

You use the Service at your own risk with full knowledge of these potential consequences.

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 LinkedIn's terms and 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.

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 LinkedIn 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 LinkedIn, 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.

8. Payment and Subscription

8.1 Subscription Plans

The Service is offered through subscription plans with varying features and pricing. Current pricing and plan details are available on our pricing page. SocialNexis reserves the right to modify pricing and plan features at any time.

8.2 Billing and Payment

By subscribing to a paid plan, you agree to:

• Pay all applicable fees in accordance with your selected plan
• Provide accurate and complete billing information
• Authorize us to charge your payment method for recurring subscription fees
• Promptly update your payment information if it changes

8.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription fee for each renewal period.

8.4 Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation:

• Your subscription will remain active until the end of the current billing period
• You will not be charged for subsequent billing periods
• No refunds will be provided for the remaining portion of the current billing period

8.5 Refund Policy

All fees are non-refundable except as expressly stated in these Terms or required by applicable law. We may, in our sole discretion, provide refunds or credits on a case-by-case basis.

8.6 Taxes

You are responsible for all applicable taxes associated with your use of the Service, except for taxes based on SocialNexis's income. If we are required to collect taxes, they will be added to your invoice.

8.7 Price Changes

We may change our prices at any time. Price changes for existing subscribers will take effect at the start of the next billing period following notice of the change.

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 LinkedIn API changes
• 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 LinkedIn API Changes

The Service depends on access to LinkedIn through APIs and other technical means. LinkedIn may change, restrict, or discontinue API access at any time, which may affect or eliminate Service functionality. SocialNexis shall not be liable for any loss of functionality resulting from changes to LinkedIn's APIs, terms, or policies.

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 LinkedIn account suspension, termination, or restrictions
• 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 ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE LESSER 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.

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 LinkedIn's terms of service or policies
• 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, or publish through the Service
• Your LinkedIn account 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 LinkedIn
• 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 Travis 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 OR REPRESENTATIVE PROCEEDING.

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

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 Delaware, without regard to its conflict of law principles.

14.2 Exclusive Jurisdiction

For any dispute not subject to arbitration, you agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware. You waive any objection to venue in such courts.

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 support@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 LinkedIn's terms of service
• 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
• LinkedIn authentication tokens will be invalidated
• 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 7, 10, 11, 12, 13, 14, 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, war, terrorism, labor disputes, government actions, internet failures, LinkedIn API changes, or 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.

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.