Last Updated: January 15, 2025
These Terms of Service (the “Terms”) contain the terms and conditions that govern your access to, and use of, the Services (as defined herein) and form a binding agreement between Customer (as defined herein) and Dash Hudson Inc. (“Dash Social”, “we”, “us”, “our”). Customer and Dash Social are each a “party” and together the “parties”.
By using the Services and/or signing an Order Form that incorporates these Terms by reference, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services. If you are accessing the Services on behalf of a company (such as your employer or as an agent on behalf of a company) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. For greater certainty, if you have a separate executed agreement with Dash Social in respect of the Services, these Terms shall not apply to your use of such Services.
1.1. Definitions. The following terms shall have the following meanings:
"Acceptable Use Policy” means Dash Social’s Acceptable Use Policy, located at https://www.dashsocial.com/aup;
“Account” means the unique Dash Social account created for Customer to access the Services;
“Account Information” means any data related to Customer or Users that is necessary to manage Customer’s relationship with Dash Social and enable access to the Services and shall include any information entered into Customer’s Account;
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. For the purposes of this definition, the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through the ownership of voting securities, by contract, or otherwise;
“Agreement” means, collectively, the applicable Order Form(s) and these Terms, together with any schedules or exhibits attached hereto or referenced therein;
“Beta Services” means certain services, features, or functionalities of the Services which are not generally made available under general release and access to which may be provided by Dash Social to Customer solely for internal evaluation and testing for feedback purposes;
“Claim” means any legal action, claim, demand, proceeding, or suit;
“Confidential Information” has the meaning set forth in Section 5;
“Creators Management Subscription Services” means the proprietary creators management subscription services provided by Dash Social which includes use of Dash Social’s creators management application and technical support, each corresponding to the plan and features purchased by Customer as per an applicable Order From. For greater certainty, the Creators Management Subscription Services includes Updates made during the Term;
“Creators-Specific Terms” means the additional terms and conditions applicable to the Creators Management Subscription Services and required for Customer to access and use the Creators Management Subscription Services, located at https://www.dashsocial.com/creators-terms. The Creators-Specific Terms are incorporated into these Terms to the extent they apply to the Creators Management Subscription Services procured by Customer per an applicable Order Form;
“Customer Content” means any content that Users upload or store in the Platform or that is published or posted through the Platform to channels and integrations supported by the Services and authorized by Customer. For greater certainty, Customer Content shall include any Third Party Content that Users have uploaded or stored in the Platform or published or posted through the Platform;
“DPA” means Dash Social’s Data Processing Agreement, located at https://www.dashsocial.com/dpa;
“Effective Date” means the effective date set out in the Order Form or the date you commence using the Services;
“Fees” has the meaning set forth in Section 3.1;
“Force Majeure Event” means circumstances beyond a party’s reasonable control, including but not limited to acts of God, fires, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party);
“Free Trial” means any access to the Services granted to Customer at no charge to try on a trial or evaluation basis;
“Free Trial Period” has the meaning set forth in Section 2.9;
“Gross Negligence” means (a) wanton, or reckless conduct, misconduct, failures, omissions, or disregard of the duty of care towards others of a risk known or so obvious that the actor must be taken to have been aware of it, and with an intent to injure or so great as to make it highly probable that harm would follow; and/or (b) failure to use even the slightest amount of care, or conduct so reckless, as to demonstrate a substantial lack of concern for the safety of others. For the avoidance of doubt, Gross Negligence must be more than any mere mistake resulting from inexperience, excitement, or confusion, and more than mere thoughtlessness or inadvertence or simple inattention;
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, in each case, for their full term and together with any renewals or extensions;
“Interactive Features” means features of the Services that may allow for specific Customer-branded landing sites or direct interactions with individuals through Third Party Platforms or the Platform (including without limitation the “LikeShop” feature);
“Order Form” means (a) a document executed by the parties under these Terms setting out the details of the Services to be provided to Customer, such as plans or add-ons purchased, subscription term, and associated Fees; and/or (b) the selection and purchase of a plan or plan add-on within the Platform by a User under these Terms, where the plan or plan add-on selected will determine the relevant Fees, term length, and payment frequency;
“Platform” means, collectively, Dash Social’s proprietary web and mobile applications through which the Services are delivered;
“Sensitive Information” means any credit card or debit card information, personal financial account information, personal health information, social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, information on racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation, any information that would classify as “Special Categories of Information” under European Union data protection laws, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information;
“Services” means, collectively, the Social Media Management Subscription Services, the Creators Management Subscription Services, and any other services offered by Dash Social as agreed upon in the Order Form;
“SLA” means Dash Social’s Service Level Agreement, located at https://www.dashsocial.com/sla;
“Social Media Management Subscription Services” means the proprietary social media management subscription services provided by Dash Social which includes use of Dash Social’s social media management application and technical support, each corresponding to the plan and features purchased by Customer as per an applicable Order From. For greater certainty, the Social Media Management Subscription Services includes Updates made during the Term;
“Term” has the meaning given in Section 9.1;
“Third Party Content” means any content that the Services collect on Customer’s behalf from any Third Party Platform;
“Third Party Platforms” means any social media platforms and integrations supported by the Services that Customer desires to connect to, accesses or uses, or authorizes a third party to connect to, access and/or use through the Services;
“Third Party Platform Terms” means the terms and conditions, acceptable use policies, privacy policies, developer policies, or any other similar policies or terms of any Third Party Platform;
“Updates” means modifications, updates, and changes made by Dash Social to the Services which Dash Social makes generally available to its customers at no additional fee. Updates exclude new features, functions, and capabilities which are offered for an additional fee and must be specified in an Order Form;
“User” means an individual user who is authorized by Customer to use the Services under Customer’s Account, and who has been supplied or has created a user identification and password for the Services, as directed by Customer; and
"You," "your," or “Customer” means the person or entity using the Platform or receiving the Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.
2.1. Provision of Services. Subject to Customer’s compliance with these Terms, Dash Social shall make the Services available to Customer during the Term for use in Customer’s business on a limited, non-exclusive, non-transferable, non-sublicensable licensed basis in accordance with the applicable Order Form. Dash Social will also provide support to Customer in respect to Customer’s permitted use of the Services and any professional services agreed to in the Order Form. For clarity, use of the Creators Management Subscription Services is subject to compliance with the Creators-Specific Terms which form an integral part of these Terms.
2.2. Customer’s Affiliates. Subject Customer’s compliance with these Terms, Customer’s Affiliates may access and use the Services for use in Customer’s Affiliates’ business. All rights and obligations of Customer shall apply equally to each Customer Affiliate that uses the Services; provided however, Customer shall be responsible for Users’ actions and inactions, and for ensuring that all Users comply with these Terms (including the Acceptable Use Policy), and all acts or omissions of its Affiliates under these Terms.
2.3. Interactive Features. Interactive Features may include functionality allowing Customer to make certain content available and/or to collect personal information specified by Customer, either directly or through the Platform. The Interactive Features shall enable Customer to make their own privacy policies available to users, and Customer shall be solely responsible for ensuring that its use of the Interactive Feature is in compliance with these Terms and all applicable laws, including without limitation all requirements to obtain all necessary permissions and consents to enable the collection, processing and use of personal information that may be collected through the Interactive Features.
2.4 Service Limitations. Customer acknowledges that the Services may be unavailable from time to time due to repairs, upgrades, routine and emergency maintenance, malfunction of computer or network equipment, or other interruptions that may be out of Dash Social’s reasonable control, including outages of any Third Party Platform. Dash Social makes no representations or warranties regarding Third Party Platforms, including but not limited to their availability or the availability of any content or data provided from Third Party Platforms. Subject to the SLA, interruptions to Customer’s use of the Services shall not serve as a basis to terminate the Agreement or demand any full or partial refunds or credits of prepaid and unused Fees.
2.5. Acceptable Use Policy. The Acceptable Use Policy shall be incorporated into these Terms, and Customer agrees to comply, and to ensure that each of its Users complies, at all times with the Acceptable Use Policy.
2.6 Service Level Agreement. The SLA shall be incorporated into these Terms, and Dash Social shall provide the Services in accordance with the SLA.
2.7 Beta Services. From time to time, Dash Social may offer Customer the opportunity to use and test Beta Services. Customer, at its sole discretion, may accept or decline to use Beta Services. Beta Services are solely for internal, non-commercial evaluation and testing purposes and are not required to use the Services. Customer acknowledges and agrees that if Customer opts to use Beta Services, Customer will be bound by any additional terms applicable to the Beta Services as provided by Dash Social. Customer agrees that, as between Customer and Dash Social, the Beta Services constitute Dash Social’s Confidential Information. Dash Social provides no warranties for any of the Beta Services and has no obligation to correct or repair any Beta Services. Dash Social reserves the right to fully or partially discontinue Beta Services at any time and for any reason, temporarily or permanently, with or without notice. Dash Social shall have no liability to Customer or any third party for any harm or damage arising out of or in connection with any of the Beta Services.
2.8. Service Changes by Dash Social. Dash Social reserves the right to modify or update the features and functionality of the Services, or to suspend or discontinue the Services, at its sole discretion, without any liability to Customer except as expressly provided in this Section 2.8. Where Dash Social discontinues the Services or introduces changes to the Services which materially degrade or reduce the functionality specified in the applicable Order Form, Customer will have the right to terminate the Agreement as its sole remedy, and Dash Social will provide a pro-rata refund for any prepaid Fees for the remaining unexpired term of Customer’s subscription. In cases where Dash Social deems it necessary to suspend or discontinue the Services or access to the Platform, Dash Social will make reasonable efforts to give prior notice of the same to Customer.
2.9 Free Trials. The terms of this Section 2.9 apply if Customer is granted access to the Services as part of a Free Trial. In the event of any conflict between this Section 2.9 and the remainder of these Terms, this Section will govern solely with respect to the portion of the Services offered on a Free Trial basis. Customer may only access the Services offered on a Free Trial basis during the Free Trial Period and only for Customer’s internal evaluation and testing purposes and for no other purpose. Customer’s right to use the Services as a part of a Free Trial will begin on the date Customer signs up for, or is granted access to, the Free Trial and will terminate immediately upon: (a) the end of the trial period as specified by Dash Social in its sole discretion; (b) the date on which Customer purchases the right to use the Services on a non-Free Trial basis; or (c) the date on which Dash Social terminates Customer’s right to use the Platform on a Free Trial basis, which Dash Social may do at any time in its sole discretion (the “Free Trial Period”). Customer must immediately cease using the Platform on a Free Trial basis upon any termination of the Free Trial Period. Customer acknowledges that any data entered into the Services as a part of a Free Trial may be permanently lost unless Customer purchases the same subscription on a non-Free Trial basis before the end of the Free Trial Period.
3.1. Payment Terms. In consideration for the receipt of the Services and the rights and other consideration granted hereunder, Customer shall pay Dash Social the subscription fees specified in the Order Form (the “Fees”) in the amounts and at the times indicated therein. Dash Social reserves the right to increase Fees from time to time on provision of written notice to Customer and any Fee increases will take effect from the next billing period. If specified in an Order Form, no fee increases will be applied during the fixed period agreed in therein.
3.1.1. Payment by Invoice. Unless otherwise stated in the applicable Order Form, if Dash Social invoices Customer for Fees, payments made by credit card shall be due upon receipt and payments made by any other method shall be due within 30 days after the date of the invoice.
3.1.2. Payment in Platform. If Customer pays Fees in the Platform, Dash Social shall charge the credit card on file within the Platform in accordance with the terms specified in the Order Form. All payments shall be made via credit card through the Platform. Customer acknowledges and agrees that Dash Social utilizes a third party credit card processing company to facilitate such transactions and Dash Social shall have no access to, or liability for, Customer’s credit card data. In the event of any returned payment or non-payment, Dash Social reserves the right to suspend access to the Services immediately. Further, Customer shall be responsible for any Fees or expenses imposed on Dash Social due to a returned payment.
3.2. Changes to Subscription. Customer may purchase additional plans or add-ons or otherwise expand the scope of the Services by executing one or more Order Forms with Dash Social or by purchasing additional services through the Platform. Such expansions will incur additional Fees and may be subject to any additional terms and conditions specified by Dash Social. Expansions include but are not limited to changes to or swaps of social media handles connected to the Services and any other changes to parameters as specified in the Order Form.
3.3. Payment of Taxes. All Fees provided for in these Terms are exclusive of any applicable taxes imposed by any federal, state, provincial or local government on the transactions contemplated by these Terms, including without limitation, excise, sales, use, value-added, goods and services, harmonized, and withholding taxes. Any such taxes that are imposed (but excluding taxes due on Dash Social’s income, property, and employees) shall be the sole responsibility of Customer.
3.4. Effect of Non-Payment. In the event that Fees are 30 days or more overdue, in addition to any other rights or remedies, Dash Social reserves the right to suspend Customer’s access to the Services until such amounts are paid in full. If the Fees remain overdue after 60 days, Dash Social may terminate the Agreement.
3.5. Service Fee Renewals. Subject to Section 9 below, all subscriptions will automatically renew, and the relevant Fees will be processed and charged to Customer in full unless Customer notifies Dash Social at least 30 days in advance of the anniversary of a renewal period that Customer wishes to discontinue the Services. Any discounts reflected in the then current Order Form are not a guarantee of future discounts and the renewal shall be processed and charged at full rates unless otherwise stated in the Order Form. Recurring payments for periodic subscriptions are processed on the account anniversary date for any subscriptions.
4.1. Title; Reservation of Rights. Dash Social owns and shall retain ownership of all right, title, and interest (including without limitation all Intellectual Property Rights), in and to Dash Social’s trademarks, branding, materials, the Services, and the Platform, including any and all modifications, derivatives, improvements, and enhancements to the same. Customer acknowledges and agrees that it has no right, license, or authorization with respect to any of the technology underlying the Services (including any Intellectual Property Rights therein) except as expressly set forth in these Terms. All other rights in and to the Services and Platform are expressly reserved by Dash Social and its licensors.
4.2. Customer Content. As between Customer and Dash Social, Customer shall own and retain ownership of all right, title, and interest in and to all Customer Content. Customer hereby grants to Dash Social a worldwide, royalty-free, and non-exclusive license during the Term to access and use Customer Content in accordance with these Terms and to provide the Services, including storing, hosting, and management of such Customer Content. Customer understands that, in performing the required technical steps to provide the Services, Dash Social may (a) transmit or distribute Customer Content over various public or private networks and in various media; and (b) make such changes to Customer Content as are necessary to conform and adapt that Customer Content to the technical requirements of connecting networks, devices, services, or media. Customer confirms and warrants to Dash Social that Customer has all the rights, power, and authority necessary to grant the above license and that use of the Customer Content in the manner contemplated in these Terms will not breach the rights of any third party.
4.3. Protection of Customer Content. Dash Social will maintain appropriate administrative, physical, and technical safeguards in accordance with good industry standards that are designed to protect the security, confidentiality, and integrity of Customer Content. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Content (other than by Customer or Users). The terms of the DPA are hereby incorporated by reference and shall apply to the extent that Dash Social processes Personal Data, as defined in the DPA, on behalf of Customer. Upon request by Customer made within 30 days after the effective date of termination or expiration of the Agreement, Dash Social will make Customer Content available to Customer for export or download. After the end of such 30-day period, Dash Social will have no obligation to maintain or provide any Customer Content, and will thereafter delete or destroy all copies of Customer Content in its systems or otherwise in its possession or control, unless legally prohibited.
4.4. Content Responsibilities. Customer is responsible for any and all Customer Content provided hereunder and for compliance with these Terms including obtaining all necessary licenses, permissions, and consents to enable all material comprising Customer Content to be made available to Dash Social for Dash Social to transmit, host, and store. Customer acknowledges that (a) Dash Social is in no way responsible for Customer Content (whether in respect of the rights to such Customer Content, its accuracy, appropriateness, or in any other manner whatsoever); and (b) Customer shall be solely responsible for verifying any right to use by Customer of any Customer Content, including without limitation, any copyrights, trademarks, right of privacy or publicity, or other rights and compliance with any applicable third party terms and conditions.
4.5. Dash Social Data. Customer acknowledges that Dash Social will retain all right, title, and interest to transactional, usage, and performance data related to Users’ use of the Services which Dash Social may collect and process in such a way as to not allow identification of Customer or any User. This data may be used by Dash Social for Dash Social’s business purposes (including platform improvements, industry benchmarking, and software optimization) provided that such use does not reveal the identity of Customer, Users, or any Customer employee, agent, contractor, supplier, or service provider.
4.6. Suggestions. If Customer provides feedback, suggestions, or other input regarding the Services, Dash Social shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services, and business, any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or Users relating to the operation of the Services.
4.7. Copyright and Trademark Information. Except for Customer Content and Account Information, the Platform and the information and materials that it contains, are the property of Dash Social and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws. All Dash Social product names and logos are trademarks or registered trademarks. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Platform or any materials displayed on the Platform, through the use of framing or otherwise, except (a) as expressly permitted by these Terms; or (b) with the prior written permission of Dash Social. Customer shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform.
5.1. Integrations with Third Party Platforms. The Platform may contain links to, or otherwise may allow Customer to connect to and use certain Third Party Platforms. To take advantage of such Third Party Platforms, Customer will be required to register for or log into such Third Party Platforms on their respective websites. By accessing or enabling a Third Party Platform within the Platform, Customer is authorizing a secure authentication token to pass from the Third Party Platform to the Platform for this express purpose.
5.2. Use of Third Party Platforms. Customer acknowledges that any use of such Third Party Platforms is governed solely by the applicable Third Party Platform Terms, and Dash Social does not endorse, is not responsible for, and makes no representations as to such Third Party Platform, its availability or content or the manner in which such Third Party Platform handles your data. Dash Social is not liable for any damage or loss arising from, or in connection with, Customer’s access or use of any such Third Party Platform, or Customer’s reliance on the practices or policies of such Third Party Platform. Customer acknowledges that Dash Social does not control the availability, features, or functionality of any Third Party Platform and that such Third Party Platform may change its availability, features, or functionality without any notice to Dash Social or Customer. Dash Social shall not be liable to Customer for any refunds or any damage or loss arising from, or in connection with, any unavailability or changes made by a Third Party Platform or any resulting changes to the Platform.
5.3. Third Party Content. In providing Customer with the Services, Customer acknowledges and agrees that (a) with respect to any Third Party Content, Customer acts as a data controller and Dash Social acts as a data processor; (b) Customer authorizes and instructs Dash Social to enable integrations with Third Party Platforms, to enter into Third Party Platforms Terms for the purpose of enabling such integrations, and to process any data accessed via such integrations on Customer’s behalf; and (c) all rights to Third Party Content shall be retained by the applicable third party rights holder and subject to the rights of such third party and any applicable Third Party Platform Terms and Customer is responsible for complying with such terms and any applicable privacy laws in the creation of, access to, or use of, Third Party Content.
5.4. Customer Content & External Content Sharing Services. If Customer elects to utilize a Third Party Platform which offers external content sharing services, Customer authorizes Dash Social to provide Customer Content to such Third Party Platforms for use in accordance with the Third Party Platform Terms.
6.1. For the purpose of these Terms, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or through other means, which (a) a reasonable person would consider confidential; or (b) is marked “confidential” or “proprietary” or some similar designation by the disclosing party.
6.2. Confidential Information will not, however, include any information that (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (c) is already rightfully in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
6.3. The receiving party shall not disclose, transmit, or make available to any entity, person, or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms. The receiving party shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, contractors, sub-processors, advisors, agents, and other representatives who require access in order to perform its obligations under these Terms.
6.4. The receiving party shall not be in violation of its confidentiality obligations for disclosing Confidential Information as required by applicable law or regulation or in response to a valid order by a court or other governmental body, as long as the receiving party provides the disclosing party (to the extent legally permissible) with prior written notice of the disclosure to permit the disclosing party to seek confidential treatment of that information and limits such disclosure to what is required by law or legal order.
7.1. General Warranties. Each party represents and warrants to the other that it has the legal power and authority to enter into and perform its obligations under these Terms and that these Terms are binding upon such party and enforceable in accordance with its terms.
7.2. Dash Social Warranties. Dash Social represents and warrants that during the Term, when used by Customer and Users as expressly permitted hereunder, the Services shall substantially conform to the features and functionality set out in the Order Form and provision of the Services will be consistent with general industry standards reasonably applicable to the provision thereof and the SLA.
7.3. Customer Warranties. By accessing or using the Services, Customer represents and warrants that its activities are lawful in every jurisdiction where it accesses or uses the Services. The Services are not intended to hold any Sensitive Information. Customer represents and warrants that it will not (and will not permit any User or third party to) use the Services to transmit, upload, collect, manage, or otherwise process any Sensitive Information. DASH SOCIAL WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM CUSTOMER’S USE OF THE SERVICES IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. Customer further warrants and represents that it has the authority to procure its Affiliates’ compliance with these Terms, if applicable.
7.4. Disclaimers. Except as expressly provided in these Terms, the Services are provided by Dash Social to Customer on an ‘as is’ basis, and there are no additional warranties, representations or conditions, express or implied, written or oral, arising by statute, operation of law, course of dealing, usage of trade or otherwise, regarding the Services or in connection with these Terms by Dash Social (including its Affiliates, licensors, suppliers and subcontractors). Dash Social (including its Affiliates, licensors, suppliers and subcontractors) expressly disclaims any and all implied warranties or conditions of merchantable quality, satisfactory quality, merchantability, durability, fitness for a particular purpose, and non-infringement. Dash Social (including its Affiliates, licensors, suppliers and subcontractors) does not represent or warrant that the Services will meet any or all of Customer’s particular requirements, that the Services will operate error-free or uninterrupted or that all errors or defects in the Services can be found or corrected. Furthermore, Customer acknowledges that the Services are not a back-up service and accordingly Dash Social will not be responsible for any lost data due to server crashes or other events outside Dash Social’s reasonable control. Dash Social does not provide any warranties, indemnities, or remedies for any Free Trials or Beta Services or any feature of the Services in Beta or in a Free Trial version. Beta Services and Free Trials are optional and are used at Customer’s own risk.
7.5. Security. Customer acknowledges and agrees that information sent or received over the Internet is generally insecure and, except as expressly provided in these Terms, Dash Social cannot and does not make any representation or warranty concerning security of any communication to or from the Platform or any representation or warranty regarding the interception by third parties of personal or other information. The foregoing disclaimer does not negate Dash Social’s security obligations under the Agreement.
8.1. Mutual Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless, the other party and its directors, officers, employees, contractors, agents, permitted successors and assigns (collectively the “Indemnified Parties”) from and against any Claim brought against the Indemnified Parties by a third party, and in relation to such Claims, pay (a) all defense costs (including reasonable attorneys’ fees and expenses); (b) any settlement amounts negotiated by the Indemnifying Party; (c) all damages awarded by a court after all appeals have concluded; and (d) any other losses, fines, penalties, costs and other amount directly incurred by any such Indemnified Party in connection with the Claim, each to the extent that such Claims are based on or arise from (i) a violation of any law or regulation by the Indemnifying Party (including, without limitation, any privacy or personal information protection law or regulation); (ii) subject to Section 8.3 below, Dash Social shall be the Indemnifying Party in respect of any allegation that the Services as provided by Dash Social infringes any third party Intellectual Property Right; and (iii) Customer shall be the Indemnifying Party in respect of any allegation that Customer Content, Customer's misuse of Customer Content, or Customer or Users’ use of the Services in violation of these Terms infringes or misappropriates any third party Intellectual Property Right.
8.2. Indemnification Conditions. The foregoing obligations are subject to the conditions that the Indemnified Parties (a) promptly give written notice of each Claim to the Indemnifying Party; (b) give the Indemnifying Party sole control of the defense and settlement of each Claim (provided that the Indemnifying Party may not settle or defend any Claim unless it unconditionally releases the Indemnified Parties of all liability); and (c) provide to the Indemnifying Party, at the Indemnifying Party's cost, all reasonable assistance and co-operation in respect to each Claim.
8.3. Exclusions from Indemnification Obligations. Notwithstanding the generality of the foregoing, Dash Social will not be obligated to indemnify Customer with respect to any Claim covered by Section 8.1 to the extent that the Claim arises out of (a) any use of the Services in a manner that materially violates these Terms (including the Acceptable Use Policy); (b) Customer’s combination of the Services or any licensed materials with any third party software or equipment (without the prior written approval of Dash Social) if the Claim would have been avoided without such combination; or (c) any Claim that falls within the scope of Section 8.1(iii) above.
8.4. Limitation of Liability. In no event shall either party have any liability to the other party for any indirect, special, incidental, punitive, or consequential damages (including, without limitation, damage for loss of business, loss of revenues, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss) however caused and, whether in contract, tort (including negligence) or under any other theory of liability, whether or not a party has been advised of the possibility of such damages. In no event shall either party’s aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or under any other theory of liability, exceed (a) with respect to (i) a breach of confidentiality obligations or (ii) a breach of data protection or data security obligations herein, 2x the total fees paid or payable to Dash Social by Customer under the applicable Order Form during the 12 month period preceding the event giving rise to the Claim; and (b) for all other causes of action, the total fees paid or payable to Dash Social by Customer under the applicable Order Form during the 12 month period preceding the event giving rise to the Claim.
8.5. Certain Damages Not Excluded. The exclusions and limitations in Section 8.4 shall not apply to (a) liability arising out of or related to a party’s willful misconduct or Gross Negligence; (b) liability arising out of a party’s fraudulent acts; (c) a party’s indemnification obligations; or (d) any liability which cannot be excluded or limited by applicable law.
9.1. Term. The term shall commence as of the Effective Date and shall continue for an initial term of 12 months unless otherwise indicated in the Order Form (the “Initial Term”). Unless terminated sooner in accordance with these Terms, or as otherwise specified in the Order Form, on expiry of the Initial Term, Customer’s subscription will automatically renew for additional successive periods equal to the length of the Initial Term (any such subsequent renewal terms referred to in these Terms as a “Renewal Term” and together with the Initial Term, the “Term”), unless either party gives written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Term.
9.2. Termination for Cause. In addition to any right of termination set forth elsewhere in these Terms, either party may terminate the Agreement, including Customer’s subscription to the Services, effective on written notice to the other party if (a) the other party materially breaches these Terms, and such breach (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 30 days following receipt of such written notice from the non-breaching party; or (b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.3. Obligations on Termination or Expiration. Notwithstanding any termination or expiration of Customer’s subscription or the Agreement, Customer shall settle any payment obligations pursuant to Section 3.1. Each party will return or destroy at the election of the disclosing party, the Confidential Information of such disclosing party.
9.4. Surviving Provisions. The following provisions shall survive any termination or expiration of these Terms: Sections 1, 4-8, 9.3, 9.4 and 10.
9.5 Insurance. For the duration of the Term, Dash Social shall maintain insurance having the following coverage in US dollars:
On request, Dash Social shall deliver to Customer certificates of insurance, or other proof of coverage satisfactory to Customer, evidencing compliance with the terms hereof. Unless otherwise required by Customer in writing, all policies of insurance must be underwritten through insurance companies with an A.M. Best rating of A-, Class VIII, or higher.
10.1. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.2. Notices. Except as otherwise specified in these Terms or the Order Form, any notices under this Agreement must be sent to Dash Social by email to legal@dashsocial.com, with a duplicate copy sent via registered mail to: Dash Hudson Inc., Attention: Legal Department; 1668 Barrington Street, Suite 600, Halifax, Nova Scotia, Canada, B3J 2A2. Any notices to Customer must be sent by email and addressed to such party’s signatory of this Agreement or to an individual holding an equivalent title.
10.3. Waiver; Severability. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Other than as expressly stated in these Terms, the remedies provided in these Terms are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
10.4. Force Majeure. Except for Customer’s obligation to pay any Fees under these Terms, neither party shall be deemed to be in breach of these Terms for any failure or delay in performance caused by a Force Majeure Event. If either party’s performance is prevented by a Force Majeure Event for a period of more than 30 days, either party may terminate the Agreement and Customer’s subscription without further obligation or liability, subject to payment of any Fees due and payable immediately prior to the commencement of such Force Majeure Event. Where Dash Social’s performance was impacted by the Force Majeure Event, Dash Social shall reimburse any unapplied pre-paid fees in respect of the remaining unexpired term of Customer’s subscription of the Services.
10.5. Assignment. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign these Terms in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets if the successor agrees to assume and fulfill all of the assigning party’s obligations under these Terms. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.6. Contract for Services. These Terms are a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to these Terms. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms or the rights and obligations of the parties under these Terms.
10.7. Amendment. We may modify any part or all of these Terms by posting a revised version at https://www.dashsocial.com/terms. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you do not agree with a modification to these Terms, you must notify us in writing within 30 days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms prior to modification until your next renewal date, after which the current terms posted at https://www.dashsocial.com/terms will apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law), then these Terms and affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Services for the unexpired remainder of the Term.
10.8. Governing Law. These Terms shall be governed by the laws of the Province of Ontario and the Federal laws applicable therein without regard to its conflict of law principles. The courts located in Toronto, Ontario, Canada, shall have exclusive jurisdiction to resolve any dispute arising out of or relating to these Terms. Where Customer is resident in the USA, the laws of the State of Delaware will apply without regard to its conflict of law principles and the courts located in Dover, Delaware, USA shall have exclusive jurisdiction to resolve any dispute arising out of or related to these Terms. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms.
10.9. Complete Understanding. These Terms and any external documents referenced herein, constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter. To the extent these Terms conflict with the terms of an Order Form or any other document, the documents must be read in the following order of precedence except where specified otherwise: (a) Order Forms with the latest date(s); (b) these Terms; and (c) any other documents expressly incorporated herein by reference.