Terms & Conditions

These FirstLine Social Terms and Conditions (this “Agreement“), are effective as of the date “You” access our Services (the “Effective Date”). If You are accessing or using the Services on behalf of an organization or entity (“Customer“), then you are agreeing to this Agreement on behalf of that Customer and you represent and warrant that you have the authority to bind the Customer to this Agreement. In that case, “you” and “your” refers to you and Customer. This Agreement is entered into by and between You and FIRSTLINE SOCIAL, LLC, an Oklahoma limited liability company (“FirstLine Social”, “We,” “Us,” “Our”). Customer and FirstLine Social may be referred to herein collectively as the “Parties” or individually as a “Party.” The FirstLine Social Privacy Policy is hereby incorporated by reference. By accessing or using the Service you agree to be bound by this Agreement.

WHEREAS, FirstLine Social provides access to its software-as-a-service platform offerings to its customers;

WHEREAS, You desire to access certain software-as-a-service platform offerings described herein, and FirstLine Social desires to provide Your access to such offerings, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions.

“Access Credentials” means any user name, phone number, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person
“Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by FirstLine Social in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services
“Authorized User” means Customer employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services.
“Documentation” means FirstLine Social’s user manuals, videos, handbooks, and guides relating to the Services provided by FirstLine Social to Customer either electronically or in hard copy form/end user documentation relating to the Services available at www.firstlinesocial.com or the subdomain We provide You with to access our Services.
“FirstLine Social IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, FirstLine Social IP includes Aggregated Statistics and any information, data, or other content derived from FirstLine Social’s monitoring of Your access to or use of the Services, but does not include Your Data.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or FirstLine Social Systems as intended by this Agreement. Harmful Code does not include any FirstLine Social Disabling Device.
”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.
“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
“FirstLine Social Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by FirstLine Social or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of FirstLine Social or its designee.
“FirstLine Social Materials” means the Services, Specifications, Documentation, and FirstLine Social Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by FirstLine Social or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or FirstLine Social Systems. For the avoidance of doubt, FirstLine Social Materials include Resultant Data and any information, data, or other content derived from FirstLine Social’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.
“FirstLine Social Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of FirstLine Social or any Subcontractor.
“FirstLine Social Systems” means the information technology infrastructure used by or on behalf of FirstLine Social in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by FirstLine Social or through the use of third-party services.
“Resultant Data” means data and information related to Customer’s use of the Services that is used by FirstLine Social in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Services” means downloadable or online non-downloadable software platform and program accessed via a cloud-based internet portal available at www.firstlinesocial.com or the subdomain address FirstLine Social to provides to Customer and accessible via a mobile device including, but not limited to phone and tablet.
“Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to FirstLine Social.
“User Generated Content” means photographs, videos, text, and other media uploaded to by Authorized Users to the Services for purposes of submitting social media recommendations to the Customer for the Customer’s review, revision, and approval or rejection.
Services.
Access and Use.

Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, FirstLine Social hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 15.8) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. FirstLine Social shall provide to Customer the Access Credentials within a reasonable time following the Effective Date. The number of Authorized Users is disclosed by Customer when You tell us the number of persons in your organization upon requesting and purchasing Our Services.
The originating Customer personnel who agrees to these Terms to and accesses our Services on behalf of the Customer is the “Account Originator.” The Account Originator must provide its first name, last name, company name, email address, and mailing address in order to purchase and access Our Services. Unless Costumer provides us with prompt written notice including different contact information, we will send notifications regarding our Services to the Account Originator.
Administration. Customer shall appoint, and maintain throughout the Term, a Person who is responsible for administering accounts of all Authorized Users (“Administrator”). The Administrator shall serve as Customer’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. The Account Originator is presumed to be Customer’s Administrator. If the Account Originator is not the Administrator, Customer is solely responsible for providing FirstLine Social with prompt written notice of the Administrator’s first name, last name, email address, and mailing address. The Administrator shall be responsible for providing all day-to-day consents and approvals on behalf of Customer under this Agreement. Customer shall ensure its Administrator has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. Customer shall use commercially reasonable efforts to maintain the same Administrator in place throughout the Term. If Customer’s Administrator ceases to be employed by Customer or otherwise wishes to replace its Administrator, Customer shall promptly name a new Administrator by written notice to FirstLine Social.
The Administrator can remove access to the Services for any Authorized User. The Administrator can also prohibit an Authorized User from uploading User Generated Content.
Customer shall also appoint a Person who is responsible for reviewing and approving all User Generated Content (“Moderator”). When an Authorized User uploads User Generated Content to the Services, the Moderator shall have seven (7) days to access and review the User Generated Content (“Approval Period”). At the end of the Approval Period, the User Generated Content is automatically deleted and no longer accessible by Customer or its Affiliates. The Moderator is responsible for accessing and reviewing User Generated Content.
User Generated Content that is approved by the Moderator (“Approved Content”) may be copied and saved by the Customer to a storage site, server, or other platform owned and operated by the Customer. FirstLine Social is not responsible for any User Generated Content or Approved Content that Customer copies and reproduces from the Services.

Documentation License. FirstLine Social hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 15.8) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties:

FirstLine Social has and will retain sole control over the operation, provision, maintenance, and management of the FirstLine Social Materials; and
Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the FirstLine Social Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or FirstLine Social; (ii) results obtained from any use of the Services or FirstLine Social Materials; and (iii) conclusions, decisions, or actions based on such use. To this end, Customer is responsible for administering Authorized User accounts and is responsible for the collection and use of any data submitted, provided, or uploaded to or through the Services including, but not limited to personally identifiable information and User Generated Content.
FirstLine Social does not control the User Generated Content. All User Generated Content uploaded during the Approval Period temporarily resides on secure servers controlled by third parties. FirstLine Social disclaims all liability with respect to the User Generated Content and Approved Content.

Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, FirstLine Social Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the FirstLine Social Materials, and the Third-Party Materials are and will remain with FirstLine Social and the respective rights holders in the Third-Party Materials.
Changes. FirstLine Social reserves the right, in its sole discretion, to make any changes to the Services and FirstLine Social Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services to its customers; (ii) the competitive strength of or market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services.
Subcontractors. FirstLine Social may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).
Suspension or Termination of Services. FirstLine Social may, directly or indirectly, and by use of a FirstLine Social Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or FirstLine Social Materials, without incurring any resulting obligation or liability, if: (a) FirstLine Social receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires FirstLine Social to do so; or (b) FirstLine Social believes, in its discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of FirstLine Social’s other rights or remedies, whether at law, in equity, or under this Agreement.
Use Restrictions; Service Usage and Data Storage.
Use Restrictions. Customer shall not, and shall not permit any other Person and/or Authorized User to, access or use the Services or FirstLine Social Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, and shall not permit any other Person and/or Authorized User, except as this Agreement expressly permits:

copy, modify, or create derivative works or improvements of the Services or FirstLine Social Materials;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or FirstLine Social Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or FirstLine Social Materials, in whole or in part;
bypass or breach any security device or protection used by the Services or FirstLine Social Materials or access or use the Services or FirstLine Social Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
input, upload, transmit, or otherwise provide to or through the Services or FirstLine Social Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, FirstLine Social Systems, or FirstLine Social’s provision of services to any third party, in whole or in part;
remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or FirstLine Social Materials, including any copy thereof;
access or use the Services or FirstLine Social Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other FirstLine Social customer), or that violates any applicable Law;
access or use the Services or FirstLine Social Materials for purposes of competitive analysis of the Services or FirstLine Social Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the FirstLine Social’s detriment or commercial disadvantage; or
access or use the Services or FirstLine Social Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Services could lead to personal injury or severe physical or property damage;
access or use the Services to bully, harass, intimidate, or defame another Person;
allow Authorized Users to copy, archive, download, distribute, syndicate, broadcast, publicly perform, publicly display, make available, or otherwise use any of the User Generated Content of Approved Content;
submit User Generated Content deemed to be evidentiary to a civil or criminal legal proceeding; or
otherwise access or use the Services or FirstLine Social Materials beyond the scope of the authorization granted under this Section 3.1.
Customer Obligations.

Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide FirstLine Social Personnel with such access to Customer’s premises and Customer Systems as is necessary for FirstLine Social to perform the Services in accordance with the Availability Requirement and Specifications; and (c) provide all cooperation and assistance as FirstLine Social may reasonably request to enable FirstLine Social to exercise its rights and perform its obligations under and in connection with this Agreement.
Effect of Customer Failure or Delay. FirstLine Social is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).
Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and FirstLine Social Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify FirstLine Social of any such actual or threatened activity.
Service Levels and Credits.

Service Levels. Subject to the terms and conditions of this Agreement, FirstLine Social will use commercially reasonable efforts to make the Services Available at least ninety-nine percent (99%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period“), excluding unavailability as a result of any of the Exceptions described below in this Section 5.1 (the “Availability Requirement“). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User/access to or use of the Services by Customer or any Authorized User, or using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this Agreement and the Specifications; (b) Customer Failure; (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by FirstLine Social pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 2.8.
Service Level Failures and Remedies. In the event of a Service Level Failure, FirstLine Social shall issue a credit to Customer in the amount of twenty-five percent (25 %) of the monthly Fees for the Services due for the Service Period the Service Level Failure occurred (each a “Service Credit”), subject to the following:

FirstLine Social has no obligation to issue any Service Credit unless: (i) Customer reports the Service Failure to FirstLine Social immediately on becoming aware of it; and (ii) requests such Service Credit in writing within three (3) days of the Service Level Failure; and
in no event will a Service Level Credit for any Service Period exceed one-hundred (100) percent of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.

Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This Section 5.2 sets forth FirstLine Social’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.

Scheduled Downtime. FirstLine Social will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Services between the hours of 0100 and 0300 Easter Time; and (b) give Customer at least twelve (12) hours prior notice of all scheduled outages of the Services (“Scheduled Downtime”).

Data Backup. The Services do not replace the need for Customer to maintain regular data backups or redundant data archives. FIRSTLINE SOCIAL HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
Security.

Information Security. FirstLine Social will employ security measures in accordance with FirstLine Social’s data privacy and security policy.
Data Breach Procedures. FirstLine Social maintains a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).
Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, User Generated Content, and Approved Content including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and FirstLine Social Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.
Fees and Payment.

Fees. Customer shall pay FirstLine Social the fees (“Fees“) as agreed to upon purchasing FirstLine Social Services without offset or deduction. Fees are determined by the number of employees by Customers or the number of members in Customer’s organization as disclosed to FirstLine Social by Customer. Customer shall make all payments hereunder in US dollars upon or before accessing the Services. If Customer’s payment of the Fees cannot be processed by FirstLine Social, We may prohibit or suspend Your access to Our Services.
Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on FirstLine Social’s income.
Payments. To access our Services and pay the Fees, Customer must provide Us with a valid credit card or other form of electronic payment (such as PayPal). We will automatically charge You on the same day You choose to access our Services. We will share your account information with financial institutions and payment processing companies, namely, Stripe, Inc., including your submitted payment information, to process your purchase. We do not support all payment methods, currencies or locations for payment of Fees. If the payment method Customer uses is no longer valid (such as a credit card that has expired) and Customer does not edit its payment information or cancel Services, you authorize us to keep billing you for our Services and you remain responsible for uncollected amounts. If you owe us any unpaid Fees, we may suspend your access to our Services without prior notice until You pay us in full. Your obligation to pay fees continues through to the end of the period in which you cancel your Services.
No Refunds. Fees payable are non-refundable.

Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any Person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.

FirstLine Social IP. Customer acknowledge that, as between Customer and FirstLine Social, FirstLine Social owns all right, title, and interest, including all intellectual property rights, in and to the FirstLine Social IP.
Customer Data. FirstLine Social acknowledges that, as between FirstLine Social and Customer, Customer own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to FirstLine Social a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to the Your Data as may be necessary for FirstLine Social to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display You Data incorporated within the Aggregated Statistics.
Feedback. If Customer or any of your employees or contractors sends or transmits any communications or materials to FirstLine Social by mail, email, telephone, or otherwise, suggesting or recommending changes to the FirstLine Social IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), FirstLine Social is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to FirstLine Social on Your behalf, and on behalf of your employees, contractors and/or agents, all right, title, and interest in, and FirstLine Social is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although FirstLine Social is not required to use any Feedback.

Warranty Disclaimer. THE FIRSTLINE SOCIAL IP IS PROVIDED “AS IS” AND FIRSTLINE SOCIAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. FIRSTLINE SOCIAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FIRSTLINE SOCIAL MAKES NO WARRANTY OF ANY KIND THAT THE FIRSTLINE SOCIAL IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Indemnification.
FirstLine Social Indemnification.

FirstLine Social shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (“Losses“) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notify FirstLine Social in writing of the claim, cooperates with FirstLine Social, and allows FirstLine Social sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Customer agree to permit FirstLine Social, at FirstLine Social’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If FirstLine Social determines that neither alternative is reasonably available, FirstLine Social may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
This Section 12.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FirstLine Social or authorized by FirstLine Social in writing; (B) modifications to the Services not made by FirstLine Social; or (C) Your Data.

Customer Indemnification. Customer shall indemnify, hold harmless, and, at FirstLine Social’s option, defend FirstLine Social from and against any Losses resulting from any Third-Party Claim that Customer Data, or any use of Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Your or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FirstLine Social or authorized by FirstLine Social in writing; or (iv) modifications to the Services not made by FirstLine Social, provided that Customer may not settle any Third-Party Claim against FirstLine Social unless FirstLine Social consents to such settlement, and further provided that FirstLine Social will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Sole Remedy. THIS SECTION 12 SETS FORTH CUSTOMER’S SOLE REMEDIES AND FIRSTLINE SOCIAL’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL FIRSTLINE SOCIAL’S LIABILITY UNDER THIS SECTION 12.1 EXCEED $10,000.

Limitations of Liability. IN NO EVENT WILL FIRSTLINE SOCIAL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER FIRSTLINE SOCIAL WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL FIRSTLINE SOCIAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THREE (3) TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO FIRSTLINE SOCIAL UNDER THIS AGREEMENT IN THE THREE (3) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

Term and Termination.

Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until one (1) year from such date (the “Initial Term“). This Agreement will automatically renew for additional successive terms. FirstLine Social will automatically charge Customer the Fees to renew the Agreement for an additional one (1) year (“Renewal Term” together with the Initial Term, the “Term“).
Termination. In addition to any other express termination right set forth in this Agreement:

FirstLine Social may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after FirstLine Social’s delivery of written notice thereof; or (B) breach any of Your obligations under Section 4 or Section 9;
Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the FirstLine Social IP and, without limiting Customer obligations under Section 9, Customer shall delete, destroy, or return all copies of the FirstLine Social IP and certify in writing to the FirstLine Social that the FirstLine Social IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
Survival. This Section 14.4 and Sections 1, 8, 9, 11 8.2, 12, and 13, survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous

Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Force Majeure. In no event shall FirstLine Social be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond FirstLine Social’s reasonable control, including but not limited to acts of God, pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oklahoma. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Oklahoma in each case located in the city of Oklahoma City and County of Oklahoma, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. Customer may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of FirstLine Social. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 9 or, in the case of Customer, Section 4 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
YouTube’s Terms of Services.
1. Link of interest. YouTube’s Terms of Services