SOASIS, INC. END USER LICENSE AGREEMENT TERMS AND CONDITIONS

PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE PROCEEDING. SOASIS, INC. PROVIDES THIS SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM.  BY CLICKING THE “I AGREE” BUTTON OR USING THE SOASIS, INC. SYSTEM (“SYSTEM”), YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF SOASIS, INC.’S SOFTWARE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SYSTEM.

1.  LICENSE:  
Soasis, Inc. (“Soasis”) is an app designed for college students to build a stronger community and greater social interaction in a more secure environment (the “System”). This system is developed and operated by Soasis a corporation in the State of Arizona, USA. 

2. TERMS & TERMINATION:
These terms govern the User’s use of the Soasis system’s website, software, application, and services available on it.  They apply regardless of the delivery platform used to access the platform or application.  Accessing the Soasis website or application constitutes acceptance of these Terms and Conditions by an individual and the entity represented by the individual.

This Agreement shall remain in effect until terminated by you or Soasis. Soasis may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

In the event you fail to comply with any provision of this Agreement, this Agreement will terminate immediately without prior notice from Soasis and all use and/or access will cease. You may also terminate this Agreement by discontinuing your online access.

Upon termination of this Agreement, you shall cease all use of the System and delete all copies of the System from your devices or from your desktop. You will immediately cease use of your online account(s).

3.  AMENDMENTS TO THIS AGREEMENT:   
Soasis reserves the right, at its sole discretion, to modify or replace these Terms and Conditions from time to time as it deems appropriate and will publish any changes on the website or application. Users should check the Soasis System periodically for changes and if the User does not agree to such changes, the User should cease using the Soasis System.

4. USER’S FEES:   
Access to the Soasis System is available only to Users upon their acceptance of these terms and payment of the required User fees, if applicable.

The User fees may vary depending on the accessibility and permissions offered and accepted. This application may offer various modules and content which will be limited based on your fee agreement.

Excess use beyond the original agreement, shall result in additional fees without notice.

5. FEE CHANGES:  
Soasis may change the User fee for each level and/or the annual renewal cost of System at its discretion.  All such changes shall be effective when posted or upon electronic notification within sixty (60) days before renewal and shall remain in effect until further changes are posted.

6. TERMS OF USERSHIP:   
Users shall have the right to access and use the system for a given period of time.  The period of time associated with a particular fee shall be billed directly to your account, if applicable. If applicable, payment of the fee in full at the time the User accepts this license shall entitle the User to the designated level and amount of access for the designated period of time.  

7. PERMITTED USE:  
Soasis owns the Soasis software application, content, and all intellectual property rights (including copyright and database rights) to them.  A User may use the system and operate customer content only in accordance with the user agreement.  You may be limited on your access to content, data, and services based on your user agreement.

Soasis grants you a revocable, non-exclusive, non-transferable, limited license to use, install, and access the application for your business or personal use strict in accordance with the terms of this agreement.

8. RESTRICTIONS ON USE:   
A User may not use the Soasis system and/or its data, content, and services for any unlawful purpose.   Except as expressly allowed by a separate licensing agreement for particular data and content. You agree not to, and will not permit others to copy, reproduce, publish, broadcast, transmit, modify, adapt, reverse engineer, disassemble, decompile, decode, create derivative works from the table and content, store, archive, publicly display or in any way commercially exploit any of Soasis data and content.

9.TRADEMARK AND COPYRIGHT:  
The User acknowledges that any trademark and/or copyright of any Soasis system table and content is strictly forbidden and may be used only with the prior written consent of Soasis.

10. INTELLECTUAL PROPERTY RIGHTS:
The User acknowledges that the Soasis system table and content is provided under license, and not sold, to User.  The User does not acquire ownership interest in Soasis under this Agreement, or any other rights to the Soasis system table and content other than to use the system in accordance with the license granted under this Agreement, subject to all terms, conditions, and restrictions.

11. CONTRACTUAL AND LEGAL RESTRICTIONS ON USE OF COURSES AND CONTENT:
Soasis has the right under both applicable law and under these Terms and Conditions to restrict the types of use a User can make of the Soasis system table and content.

12.PRIVACY POLICY AND REGISTRATION:   
All information received from a User by Soasis shall be used only in accordance with its Privacy Policy. All registration information and data must be accurate and complete. The User is responsible to update and make changes to this information as necessary. Soasis is entitled to rely upon the registration information supplied by User.   

13. USERNAME AND PASSWORD:  
Upon registration, a User will choose a Username and password. You will not permit any other User to use the same username.

14. USER’S RESPONSIBILITY:   
User is responsible for all use made by it of the Soasis System and content and for preventing any unauthorized use of Soasis system table and content accessed by User. If a User learns or discovers any unauthorized use, disclosure, or theft of any Soasis system or content, a User’s username, password or payment information, the User shall immediately inform Soasis.  

15. APPROPRIATE E-MAIL ADDRESS:   
User warrants that he or she can receive messages and content on the email address provided by the User to Soasis.

16. TECHNICAL REQUIREMENTS AND SITE SECURITY
Users shall access the Soasis system and content via Internet enabled devices with a secure internet connection.

17. WARRANTIES AND LIMITATION OF LIABILITY:  
The System’s content does not constitute any form of specific or express advice, recommendation, representation, endorsement, or arrangement by Soasis to address the particular or unique requirements of the User.

18. WARRANTY & EXCEPTIONS:   
Soasis shall develop and operate the Soasis application with reasonable skill and care and has reasonable security procedures in place.

EXCEPTIONS: SOASIS DOES NOT GIVE ANY WARRANTIES WITH RESPECT TO THE SOASIS SYSTEM AND CONTENT. SOASIS DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND DUTIES OF ANY NATURE WHATSOEVER TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT FOR THE DUTY TO ACT IN GOOD FAITH. THE DISCLAIMED WARRANTIES INCLUDE, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR OF FITNESS FOR A PURPOSE, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES OR DUTIES REGARDING ACCURACY, TIMELINESS, COMPLETENESS, PERFORMANCE, AVAILABILITY, LACK OF NEGLIGENCE OR OF WORKMAN LIKE EFFORT. SOASIS DOES NOT WARRANT THE SYSTEM & ITS WEBSITE IS FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

19. LIABILITY EXCLUSION:   
USER AGREES TO THE FULLEST EXTENT ALLOWED BY LAW THAT SOASIS WILL NOT BE LIABLE TO USER FOR ANY LOSSES WHICH RELATE TO USER’S USE OF THE SOASIS SYSTEM AND SERVICES OR WHICH ARE NOT A DIRECT CONSEQUENCE OF USER’S USE OF THE SOASIS SYSTEM (INCLUDING LOST PROFITS OR LOSS OF PRIVACY OR LOSS OF OR DAMAGE TO DATA) OR WHICH ARISE AS A RESULT OF USER USING THE SYSTEM OUTSIDE OF THE SCOPE OF THESE TERMS AND CONDITIONS OR FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOASIS SYSTEM. USER FURTHER AGREES THAT SEPARATE FROM THE FOREGOING AND TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, THAT SOASIS WILL NOT BE LIABLE TO USER FOR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO USERS USE OF OR INABILITY TO USE THE SOASIS SYSTEM.

20. USER’S REMEDIES:
SOASIS SHALL USE REASONABLE EFFORTS TO PROMPTLY REMEDY ANY FAULTS IN THE SOASIS SYSTEM OF WHICH IT IS AWARE. USER’S ONLY OTHER REMEDY (INCLUDING NEGLIGENCE) FOR ANY DAMAGES THAT USER MAY INCUR OR THAT ARISE OUT OF USER’S USE OF THE SYSTEM (TO THE EXTENT THAT SOASIS’ LIABILITY IS NOT EXCLUDED BY SECTION 17& 18) IS LIMITED TO THE FEES PAID BY USER TO SOASIS PURSUANT TO THESE TERMS AND CONDITIONS DURING THE PERIOD IN WHICH THE DAMAGE IS INCURRED.  

21. UNENFORCEABLE LIABILITY LIMITATIONS:   
IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT EITHER SECTION 19 OR 20 ARE NOT ENFORCEABLE, USER AGREES THAT SOASIS’ TOTAL LIABILITY TO USER SHALL NOT EXCEED AN AMOUNT EQUAL TO TWICE THE VALUE OF THE HIGHEST APPLICABLE ANNUAL SOASIS SYSTEM USER FEE.

22. ACTS BEYOND SOASIS’ CONTROL:  
Without limiting the terms of Sections 18, 19, and 20, SOASIS is not liable for any matters beyond its reasonable control.  SOASIS does not control postal or courier services, telephones, third party communication networks (including User’s internet service provider), the internet, acts of God, the acts of third parties, earthquakes, labor disputes, shortage of supplies, riots, war, fire, epidemics, or delays of common carriers. The obligations and rights of an excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay.

23. THIRD PARTY SITES AND SERVICES:      
The Soasis application may contain content provided by independent third parties. This content may be co-branded and therefore include and/or bear the Soasis mark. Soasis is not responsible for these third party prepared Soasis system table and content, except as otherwise set forth in this Agreement.  

24. SOFTWARE LICENSES:
The copyright of any software potentially made available or downloaded from Soasis belongs to Soasis or its licensors. The User’s right to use such software, courses, and content is governed by this agreement. Soasis is not responsible for any technical or any other issues that may arise from the User accessing the Soasis courses and content. The downloading of any Soasis content constitutes User’s agreement to the terms of the content’s license.

25. ADVERTISING:   
If the Soasis application contains any advertising or sponsorship, the advertisers or sponsors are solely responsible for ensuring that their material complies with national and international law. Soasis will not be responsible for any error or inaccuracy in any advertising or sponsorship materials.

26. CHOICE OF LAW AND JURISDICTION:  
The parties agree that the Courts of the State of Arizona, USA shall have exclusive jurisdiction to hear and resolve any dispute which may arise out of, under or in connection with, these Terms and Conditions.  Notwithstanding the forgoing, Soasis for its exclusive benefit shall retain the right to bring or enforce proceedings in the User’s state or country of residence or the User’s principal place of business. The validity and performance of these Terms and Conditions shall be interpreted according to the laws of the State of Arizona as if it were performed wholly within that State and without giving effect to its conflict of law principles. The Parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.

27. ASSIGNMENT:  
User may NOT assign, sub-license, delegate, or otherwise transfer any of the User’s rights, obligations, or performance, under Terms and Conditions of this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Soasis which consent Soasis may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving User (regardless of whether User is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which User’s prior written consent is required. No delegation or other transfer will relieve User of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void.

28. THIRD-PARTY BENEFICIARIES
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

29. SEVERANCE:   
If any term or provision of these Terms and Conditions are found to be invalid, illegal, or unenforceable by a court with competent jurisdiction, the invalidity, illegality, or unenforceability of that provision will not affect the validity of the remaining provisions of these Terms and Conditions or invalidate or render unenforceable such terms or provision in any other jurisdiction and they shall remain in full force and effect.    

30. WAIVER:  
Failure of either party to exercise any right under these Terms and Conditions will not be considered a waiver of that right or remedy and any waiver of any right or remedy on one occasion by either party shall not constitute a subsequent waiver of such right or remedy on any other occasion.

31. HEADINGS:  
Headings in these Terms and Conditions are for convenience only and will have no legal meaning or effect.

32. ACCURATE PAYMENT INFORMATION:  
If applicable, User is responsible for providing accurate and complete payment information to Soasis. If payment is by credit or debit card, User is warranting that he or she is duly authorized to use of the credit or debit card. In the event of an unauthorized use of a credit or debit card, Soasis shall have the right to terminate or suspend the User’s license or licenses.

33. SPEEDY PROCESSING OF INFORMATION:  
Soasis will seek to promptly process any payment information and to promptly make available the Soasis system to User.  However, there is no specific time requirement required to make the Soasis system and content available.

34. CURRENCY:   
If applicable, Soasis will charge User in U.S. Dollars.

35. LOCAL TAXES OR GST:  
User will also be responsible for any local sales or use taxes on the User’s fees.

36. CANCELLATION OF USERSHIP:
A User may cancel his or her license at any time, however, all User fees paid to the date of cancellation, or within 30 days following the cancellation date for subscriptions shall remain the property of Soasis and User shall not be entitled to any refunds, if applicable. Paid Users shall provide Soasis with an express intent to cancel via email or written document.

37. ATTORNEY’S FEES:  
The prevailing party in any suit or proceeding relating to these Terms and Conditions shall have the right to recover from the other party its costs and reasonable attorney’s, accountant’s, and other professionals’ fees and expenses incurred in connection with the suit or proceeding.

38. RELATIONSHIP BETWEEN THE PARTIES:
These Terms and Conditions do not create any agency, partnership, joint venture, or franchise relationship between the parties and neither the User nor its employees shall be deemed to be, a legal representative, agent, or employee of Soasis.  Neither party has the right nor the authority to assume or create any obligations of any nature on behalf of the other party or bind the other party in any respect and neither party shall do so.

39. ENTIRE AGREEMENT:
This Agreement, together with the Terms and Conditions contained herein, constitutes the sole and entire agreement between User and Soasis with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.  

40. USER ACCEPTANCE:
By clicking on the “I agree” icon, User acknowledges that he or she has fully read and understands these Terms and Conditions and accepts them in their entirety

41. INDEMNIFICATION OF SOASIS, INC. BY SYSTEM USER:
System User shall defend, indemnify, and hold Soasis harmless from and against any and all claims, losses, damages, liabilities, settlements, costs, or expenses (including legal expenses and the expenses of other professionals) incurred, arising out of or in connection with any claim that any materials used by System User and/or any modification made by a System User infringe on a third party’s intellectual property rights or any other rights.