Terms of Use

Terms of Use

Updated December 1, 2016

1. User’s Acknowledgment and Acceptance of Terms

SoMo Audience Corp., a Delaware corporation (referred to as “us” or “we” or "Company" or "SoMo"), provides the https://www.touchplatform.com site and various related services (together referred to as this “site”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Use”), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this site, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Subscriber Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Subscriber Terms of Use.

BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE SUBSCRIBER TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE SUBSCRIBER TERMS OF USE, PLEASE EXIT THE SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE SUBSCRIBER TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

These Subscriber Terms of Use are effective as of December 1, 2016. We reserve the right to change these Subscriber Terms of Use at any time and from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Subscriber Terms of Use periodically and to be aware of any modifications. Your continued use of this site after such modifications will constitute your acknowledgement of the modified Subscriber Terms of Use and agreement to abide and be bound by the modified Subscriber Terms of Use.

As used in these Subscriber Terms of Use, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

2. Description of Services

We make various services available on this site including, but not limited to, the SoMo Platform and Analytics as set forth in the Definitions at the end of these Subscriber Terms of Use. Fees for use of the SoMo Platform and Analytics are set out on the SoMo Platform. You are solely responsible for providing, at your own expense, all equipment necessary to use such services, including, but not limited to, a computer and modem; and your own Internet access (including, but not limited to, payment of telephone service fees associated with such access).

We reserve the sole right to either modify or discontinue the site, including, but not limited to, any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this site shall also be subject to these Subscriber Terms of Use.

You understand and agree that temporary interruptions of the services available through this site may occur as normal events. You further understand and agree that we have has no control over third party networks you may access in the course of the use of this site, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the services available on this site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.

3. Registration Data and Privacy

In order to access some of the services on this site, you will require a separate account and password that can be obtained by completing our online registration form, which requests certain information and data (“Registration Data”) and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this site, including, but not limited to, your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Subscriber Terms of Use.

4. Payment of Fees

Company will determine in its sole discretion how to measure the number of impressions, inquiries, conversions, clicks, offers, installations, or other actions taken by third parties in connection with Ads, and all payment will be based on such measurements and such determination shall be final and binding.

Subscriber agrees to pay to Company all fees it incurs through its use of the SoMo Platform and its placement of Ads on Media Inventory as set forth more fully in the Campaign Management System. For all charges for services on this site, we will bill your credit card. Recurring charges are billed in advance of service. You agree to provide us with accurate and complete billing information, including, but not limited to, valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within five (5) days of the change.

If, for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your subscription to the service and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts.

You agree that until your subscription to the service is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including, but not limited to, attorney fees and other legal expenses.

5. Conduct on Site—Subscriber Duties

Sole Responsibility for Content. Subscriber represents and warrants that it shall be solely responsible for all payments and fees due to Company under the Agreement with respect to each transaction and that it is solely responsible for Subscriber Content and placement of Ads, and handling all inquiries of any type or nature related to same. Subscriber agrees and acknowledges that it will be responsible for any acts or omissions by it in breach of this Agreement or in violation of any applicable laws.

Subscriber may not:

  1. copy, distribute, rent, lease, lend, sublicense, transfer or make the SoMo Services available to any third party outside of the SoMo Platform,
  2. modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code of the SoMo Services or any other SoMo technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation
  3. create derivative works based on the SoMo Services; or
  4. modify, remove, or obscure any proprietary notices or legends that appear on the SoMo Services or during their use and operation;
  5. use the SoMo Platform or Services in any manner that results, or could result, in complaints, claims, fees, fines, penalties or any other liability to SoMo or its Publishers;
  6. The above prohibitions constitute a non‐exhaustive list of activities any and all of which will subject the Agreement to termination and constitute a material breach by Subscriber that may result in legal liability to SoMo and any affected third parties for resulting damages.

Prohibited Actions. Subscriber will not, and will not allow any third party, directly or indirectly, to:

  1. generate queries, or impressions of or clicks on Ads through any automated, unethical, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents);
  2. encourage or require End Users, either knowingly or unknowingly, to click on Ads through offering incentives, including offers of cash, prizes, or anything else of value, or any other methods that are manipulative, deceptive, malicious or fraudulent;
  3. using a design that encourages or is reasonably likely to lead to accidental or unintended clicks by the user on any Ads;
  4. use or modify any feature or functionality of the SoMo Services to collect personally identifiable information; (e) engage in any action or practice that reflects poorly on SoMo or otherwise disparages or devalues SoMo’s reputation or goodwill; or,
  5. create or attempt to create a substitute or similar service or product through use of or access to any of the SoMo Services or proprietary information related thereto. the Services in connection with, any content that is infringing, libelous, defamatory, abusive, or otherwise violates any law or right of any third party or that violates the ad policies of the Publisher.

A. Child-Directed Apps or Sites. Subscriber will not, and will not allow others to, transmit to SoMo any "personal information" (as defined under the Children’s Online Privacy Protection Act ("COPPA")) about or relating to an End User under the age of thirteen (13). Without limiting the foregoing, Subscriber is responsible for ensuring that it, its Ads, and any other Content it places on a Publisher are in full compliance with COPPA.

B. Third-Party Terms. Subscriber (i) will comply with any third-party terms and conditions applicable to the collection and use of device identifiers, including, but not limited to, any third-party terms and conditions imposed upon Publishers via the Android or iOS mobile operating systems or any other platforms or operating systems supported by SoMo now or in the future (collectively, “Third-Party Terms"), and (ii) will not cause SoMo or any Publisher to be in violation of any Third-Party Terms or conditions.

C. International Compliance.Subscriber will not use the SoMo Services to serve Ads from, or target Ads to, countries, entities, or individuals subject to U.S. trade sanctions or other U.S. export control laws. Subscriber represents and warrants that Subscriber (i) is 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; (ii) is not identified as a "Specially Designated National;" by the Office of Foreign Assets Control; (iii) is not placed on the U.S. Commerce Department’s Denied Persons List; and (iv) will not access or use the SoMo Services if any applicable laws prohibit Subscriber from doing so in accordance with this Agreement.

A. Non-Solicit. Subscriber may not use any information it has gained by participating in the SoMo Platform to circumvent the SoMo Platform and reduce Subscriber's expenses in purchasing Media Inventory. Subscriber may only bid for Media Inventory on the SoMo Platform. Subscriber may not bid, directly or indirectly on Media Inventory for resale to any other third parties by any means.

Subscriber agrees that SoMo is not responsible for any failure or delay in removing such Subscriber Content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else’s use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your subscription without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

6. Third Party Sites and Information

Subscriber is solely responsible for its use of Third Party Sites and its placement of Subscriber Content on such sites as well as the security of its accounts on Third Party Sites and shall be responsible for any activities of any person authorized by Subscriber.

7. Intellectual Property Information

For purposes of these Subscriber Terms of Use, “content” is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes, but is in no way limited to, message boards, chat, and other original content.

By accepting these Subscriber Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of SoMo and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

Certain of the ideas, software and processes incorporated into the SoMo Analytics service that is available on this site are protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.

8. User’s Materials

Subject to our Privacy Policy, any communication or material that you transmit to this site or to us, whether by electronic mail or other means, for any reason, will be treated as nonconfidential and nonproprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a nonexclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.

Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.

We respect the intellectual property of others, and we ask you to do the same. If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed’
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
  4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C.A. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:

Robert Manoff
SoMo Audience Corp.
18 Bank St. Suite 206
Summit, NJ 07901
Tel. 908-263-7051
Skype: somorob
rob@somoaudience.com

Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

9. Disclaimer of Warranties

ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (A) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.

THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the site, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Before purchasing products and services on or through this site, review our Sales Terms and Conditions, which are incorporated by reference into these Subscriber Terms of Use.

Content available through this site often represents the opinions and judgments of an information provider, site user, or other person or entity not connected with Company. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Company spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this site for further information, which policies are incorporated by reference into these Subscriber Terms of Use

In addition, the materials on this site may include sample or form agreements, letters or other documents, including financially or legally significant documents such as contracts and other items (“Forms”). These Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting or other professional advice. Under no circumstances will Company or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this site, including your use of any of the Forms. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms or other content available on or through this site. In particular, you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through this site.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Subscriber Terms of Use and your use of this site shall be limited to the amount you paid us for the services on the site during the one month period prior the act giving rise to the liability.

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THRID PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

SOMO MAKES NO GUARANTEE THAT THERE WILL BE ANY IMPRESSIONS, CLICKS, SWIPES, ETC. OF ANY SUBSCRIBER ADS OR THAT SUBSCRIBER'S AD CAMPAIGN WILL BE SUCCESSFUL.

11. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including, but not limited to, attorney’s fees, that arise from your use or misuse of this site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

12. Participation in Promotions

From time to time, this site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.

13. Email Services

We may make e-mail services available to users of our site, either directly or through a third-party provider.

We will not inspect or disclose the contents of private e-mail messages except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under the Electronic Communications Privacy Act, or as other required by law or by court or governmental order. Further information is available in our Privacy Policy.

We may employ automated monitoring devices or techniques to protect our users from mass unsolicited mailings (also known as “spam”) and/or other types of electronic communications that we deem inconsistent with our business purposes. However, such devices or techniques are not perfect, and we will not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.

Mailboxes may have a limited storage capacity. If you exceed the maximum permitted storage space, we may employ automated devices that delete or block e-mail messages that exceed the limit. We will not be responsible for such deleted or blocked messages or third-party interference with your mailbox or emails.

14. Use of Site and Storage of Material

You acknowledge that we may establish general practices and limits concerning use of the services available on our site, including, but not limited to, the maximum number of days that uploaded content will be retained on the site, the maximum disk space that will be allotted or our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this site. You acknowledge that we reserve the right to log off accounts which have not paid a subscription fee that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

We provide storage space and access for material through our site. For purposes of these Subscriber Terms of Use, “material” refers to all forms of communication that we may allow, including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings. You may not use this site to publish material that we determine, at our sole discretion, to be unlawful, indecent, or objectionable, or which violates the restrictions described in “Your Conduct on the Site” above. We will not routinely monitor the contents of your online portfolio. You are solely responsible for any information contained in your online portfolios. However, if complaints are received regarding language, content, or graphics contained in your online portfolio, we may, at our sole discretion, remove the images hosted on our servers and terminate your Web hosting service. We may also suspend the account, restrict access to it, or remove content from it if necessary or appropriate.

The accounts of our users operate on shared resources. Excessive use or abuse of these shared network resources by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited and may result in termination of your account or limitation of your activities.

This site is not designed or intended to be used as a disaster recovery facility or as an emergency data storage facility. Although we take reasonable precautions to preserve and protect the material you upload to the site, you should not rely on the site as your only storage facility. You should preserve backup copies of any digital data, information or other materials that you have uploaded. You agree not to hold us for any damage to, any deletion of or any failure to store your files, data or Registration Data.

15. Security and Password

You are solely responsible for maintaining the confidentiality of your password and account and for any and all statements made and acts or omissions that occur through the use of your password and account, including any mail sent and any charges incurred. Therefore, you must take steps to ensure that others do not gain access to your password and account. Our personnel will never ask you for your password. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account in the event of any unauthorized transfer or sharing thereof.

16. Export Controls

Software available on or through this site is subject to United States Export Controls. No software from this site may be downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

17. International Use

Although this site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations anywhere in the world (including inside or outside the United States), and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this site is void where prohibited.

18. Termination of Use

You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the site with or without notice and for any reason, including, without limitation, breach of these Subscriber Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this site. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3, 5–11, 14, and 18–20 of these Subscriber Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.

19. Governing Law

This site is accessible from all 50 states, as well as from other countries around the world. By accessing this site both of us agree that the Subscriber Terms of Use will be construed, governed and enforced in accordance with the internal laws of the State of New York without regard to the conflicts of law principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site.

Subscriber hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and state courts located in New York County, New York, United States of America. User hereby agrees not to commence any litigation relating to the use of the The Touch Platform Site except in such courts, and waives any objection to the laying of venue of any such litigation in such courts, and agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum.

20. Notices

All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at rob@somoaudience.com, if by e-mail, or at SoMo Audience Corp., 18 Bank St., Suite 206, Summit, NJ 07901 if by conventional mail. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under these Subscriber Terms of Use will be deemed delivered to the party receiving such communication (i) on the delivery date if delivered personally to the party; (ii) two (2) business days after deposit with a commercial overnight carrier, with written verification of receipt; (iii) five (5) business days after the mailing date, if sent by US mail, return receipt requested; (iv) on the delivery date if transmitted by confirmed facsimile during the recipient’s normal business hours; or (v) on the delivery date if transmitted by confirmed e-mail.

21. Entire Agreement

These Subscriber Terms of Use constitute the entire agreement and understanding between us concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. These Subscriber Terms of Use shall NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this site is in conflict or inconsistent with these Subscriber Terms of Use, these Subscriber Terms of Use shall take precedence.

22. Miscellaneous

In any action to enforce these Subscriber Terms of Use, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action brought by you against us or our Affiliates must be instituted with one (1) year after the cause of action arises or be deemed forever waived and barred.

You may not assign your rights and obligations under these Subscriber Terms of Use to any third party, and any purported attempt to do so shall be null and void. We may freely assign our rights and obligations under these Subscriber Terms of Use.

You agree not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of this site, or use of or access to this site.

In addition to any excuse provided by applicable law, we shall be excused from liability for nondelivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Subscriber Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Subscriber Terms of Use or related rights shall not constitute a waiver of that right or provision.

23. Contact Information

Except as explicitly noted on this site, the services available through this site are offered by SoMo Audience Corp. located at 18 Bank St., Suite 206, Summit, NJ 07901. If you are a California resident, you may have this same information e-mailed to you by sending a letter to the foregoing address with your e-mail address and a request for this information.

24. Definitions

"Ad(s)" means advertisements or any other material, in any medium, that promotes a brand or products or services used by Subscriber for display on Media Inventory hereunder.

"Affiliate(s)" means any entity that, at a given time during the Term, directly or indirectly controls, is controlled by or is under common control with, a party to this Agreement.

"Analytics" means analysis of data generated by SoMo's software relating to measurement of the number of impressions, inquiries, conversions, clicks, offers, installations, or other actions taken by third parties in connection with Subscriber's Ads.

"End User Volunteered Data" means any personally identifiable or sensitive information of End Users collected by Subscriber directly via any Ad.

"End User(s)" or "Visitor" means any device user who views, is able to view, or interact with an Ad in connection with the SoMo Service through such device.

"Fees" means money payable by Subscriber to SoMo for (a) Subscriber's purchases of Media Inventory and (b) for Subscriber's placement of Subscriber Content on websites for which SoMo Provides Analytics.

"Impression" means the rendering on an End User’s device of Subscriber's Ad.

"Intellectual Property Rights" means any patent, claim of copyright, trademark, trade name, brand name, service mark, logo, symbol, trade dress or design, or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, moral right, privacy right, right of publicity or, without limitation, any other proprietary right,.

"Media Inventory" means elements of a website or application that a Publisher designates for placement of Ads that is made available to Subscriber through the SoMo Platform.

"Our Affiliates" means our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, publishers, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this site and/or its contents.

"Publisher Policy(s)" means any legal restrictions or terms of use on Publisher's website or any restrictions set by Publisher with respect to the Content or use of data generated by Subscriber's Ad on any of Publisher's Media Inventory.

"Publisher(s)" means a third party seller of Media Inventory that owns or controls the sites or applications that host Media Inventory.

"Purchase" means the price Subscriber agrees to pay upon purchase of Media Inventory for placement of Content.

"Service Data" means any data that either party collects during delivery of Ads or performance of its obligations under this Agreement.

"SoMo Data" means data collected during either Party's performance of its respective obligations with respect to the publication of Subscriber's Ad on Publisher's Media Inventory, including, without limitation, the End User device information, End User’s session-based browsing behavior, number of impressions, http header information, and any other data that Subscriber provides to SoMo.

"SoMo Platform" means that platform made available through this website and/or SoMo's proprietary software that provides access to Publisher's Media Inventory.

"SoMo Policies" refer to such legal policies, Terms of Use, Privacy Policy, and Subscriber Platform Use Policy that are incorporated herein by reference and available at the website https://touchplatform.com/privacy-policy.php. SoMo reserves for itself, in its sole discretion, the right to amend its policies at any time without further notice to Subscriber.

"SoMo Services" or "Services" means SoMo Analytics and the SoMo Platform made available through this website and/or SoMo's proprietary software that provides access to purchased Publisher's Media Inventory and Ads, and for which Subscriber is obligated for payment of SoMo Platform Services and Fees.

"SoMo Software" means software used by SoMo to generate Analytics from publication of Subscriber's Ads on Publisher Inventory.

"SoMo UI" means the Subscriber online interface through which Subscriber can login and monitor its Ad campaigns, as made available through SoMo's server(s).

"Subscriber Content" means any and all material, other than the Software (or anything else provided by SoMo Audience), that is incorporated into any Subscriber Ad, including, without limitation, any Internet advertising vehicles, banners, buttons, clicks, co-registrations, e-mails, audio and video files, text, graphic files and similar media and/or data.

"Subscriber" means any user of the SoMo Platform who purchases Media Inventory and who places content on such purchased Media Inventory and/or places content on such Media Inventory.

"Transaction" means any agreement between Subscriber, SoMo, or any third party concerning the subject matter of this Agreement.