Terms of use

19. Dispute Resolution

These Terms of Use are governed by the laws of the State of California, USA without regard to conflicts of law principles All disputes arising under these Terms of Use shall be submitted to binding arbitration in San Jose, California, USA under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon by the parties in accordance with the aforementioned Rules. Costs of the arbitration, including administrative and arbitrators' fees, shall be shared equally by the Parties. Each party shall bear its own costs and attorneys' and witnesses' fees. The arbitration award shall be final and each party shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review of the arbitrator's decision is sought, the prevailing party shall be entitled to costs and reasonable attorneys' fees.

For the avoidance of doubt, all claims you bring against SOC Exchange must be resolved in accordance with this Paragraph 19. All claims filed or brought against SOC Exchange contrary to Paragraph 19 shall be considered improperly filed. Should you file a claim contrary to this Paragraph, you agree that SOC Exchange may recover attorneys' fees and costs up to $1500, provided that SOC Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Terms of Use - SELLERS

These Terms of Use set forth the conditions on which Sellers may use the TheSocexchange.com Website ("the Website") and services offered by us through the Website. These Terms of Use are a contract between you and The SOC Exchange, Inc. ("SOC Exchange"). By using this Website or registering your business, you acknowledge that you have read, accepted, and agreed to be bound by these Terms of Use and to comply with all applicable laws and regulations.

We may amend these Terms of Use at any time without notice in our sole discretion and the changes will apply immediately. Please check this page regularly to ensure you are aware of any changes. We will notify you prior to any increase in our service charges.

Our Privacy Policy and IP statement published on the Website are incorporated by reference into these Terms of Use. From time to time, we may amend these policies or introduce new policies regarding the use of this Website. Any reference to these Terms of Use includes all such policies.

These Terms of Use apply to all Sellers wishing to sell any item on the SOC Exchange's online marketplace. Separate terms of use apply to Buyers using the Website.

These Terms of Use do not cover your legal relationships with Buyers or other users browsing the Website. The terms and conditions under which such dealings are carried out are matters between you and those other parties.

1. Nature of TheSocexchange.com

The SOC Exchange is an online marketplace, employment, and auction site. Details of what we offer to you are outlined on the "About the SOC Exchange" section of this Website. We do not buy or sell ourselves. We are not involved in the actual transaction between you and Buyers using our Website. Consequently, we do not have any control over the completeness or accuracy of any information provided to you by Buyers using the Website. In particular, we cannot ensure and do not guarantee that a Buyer will actually complete a transaction or act lawfully in using our Website and are unable to verify the identity or age of any Buyer.

You are solely responsible for transactions between you and Buyers contacting you via our Website. In particular SOC Exchange does not have access to, and does not verify or store any payment details provided by Buyers. You must use any such information given to you by a Buyer only for the purposes of the particular transaction and you must not disclose that information. You have the sole responsibility to protect all Buyer information, including credit card or other payment information, in accordance with applicable privacy laws, anti-spam laws, and with our Privacy Policy, which is incorporated by reference into this Agreement. Provided a Buyer has given you adequate details to enable you to complete a transaction and they have paid in full, you must complete the transaction unless it would be unlawful for you to do so. In particular, unless you have agreed otherwise with the Buyer or stated otherwise on your shop-front, ordered items must be dispatched on the same business day, or on the following business day if the order is completed after 4:00 pm. The terms on which you agree to conduct business with Buyers via TheSocexchange.com must not be inconsistent with these Terms of Use. In the event of any inconsistency, these Terms of Use will prevail. Buyer's transaction will be complete upon your receipt of Buyer's payment at your designated account.

You must conduct your selling activities to the highest of ethical standards, in accordance with all relevant laws and regulations. You are solely responsible for adhering to all applicable tax obligations, including but not limited to any sales, use, or excise tax obligations.

As our Website is hosted by a third party and given the nature of the internet, unfortunately we are unable to give any guarantee that the Website will be accessible to you or Buyers at all times. We will make every effort to minimize interruptions of service, and will notify you if we anticipate or plan any scheduled downtime for the purpose of upgrading or updating the Website.

2. Eligibility to use TheSocexchange.com

You must not register or use our Website for promoting and/or selling if state or federal laws prohibit you from doing so. Also, you must be a resident of the United States in order to be a Seller on this Website. All sales must comply with the eligibility criteria for sales of goods set forth in Paragraph 6. You must be at least 18 years of age in order to use this Website. If we have any reason to suspect that you are not complying with state or federal law, the eligibility criteria, or the minimum age requirement, then we will be entitled to suspend or terminate your registration without notice. We also reserve the right but do not have the obligation to delete or remove listings in such circumstances. We take no responsibility and assume no liability for any listings posted in violation of Paragraph 2.

3. Use of Website

You must register in order to set up a listing on TheSocexchange.com. To do so, and to find about the benefits of registration, go to "Start Selling ".

Set fees apply for establishing and maintaining a shop-front on this Website. We do not charge you a commission based on the amount or value of purchases made via this Website. Additional fees may be payable for additional benefits that we choose to provide from time to time. We will notify you prior to any increase in fees.

All fees paid to TheSocexchange.com are non-refundable, so please do not pay any fee until you are ready to set up and maintain a listing to sell on our Website.

All information provided by you to us, whether in your registration or otherwise in connection with this site must be truthful and complete. We may suspend or cancel your registration without notice if we have any reason to believe this is not the case.

When you register, you will be required to select a password. You must not disclose your password to any third party and are responsible for keeping it confidential. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one with the URL of www.TheSocexchange.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You are solely responsible for any and all use of your account.

We use industry standard techniques, including encryption, to process and store personal information. However, to the extent permitted by law, we do not accept responsibility for the security of personal information transmitted over the Internet or the unauthorized access to or use of your personal information. Please refer to our Privacy Policy.

We use commercially reasonable efforts to maintain the Website at all times and keep it operating free from bugs, errors, or defects. In the event that any bugs, errors, or defects are identified, we will assign technicians to promptly triage and resolve the issue, and to provide a workaround. If at any time you become aware of an error, bug, or other technical problem, we ask that you promptly notify us of the incident at info@thesocexchange.com, providing the following information:

(a)    the specific sequence events causing the incident;

(b)    the exact wording of any bug or error messages, if applicable;

(c)    a full description of the incident;

(d)    any special circumstances surrounding the discovery of the incident for which you are seeking technical support.

4. Suspension or termination of access

We may suspend or terminate your listing and account with us at any time without prior warning if you fail to comply with these Terms of Use (including failure to pay fees when due), without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed any fraudulent or other illegal activity, we may report you to relevant law enforcement authorities. We also reserve the right to discontinue operating TheSocexchange.com Website at any time. You may close your account at any time, provided that you have paid all amounts owed to us. You will remain liable for obligations related to your account even if it has been closed. Paragraphs 4,14, 16-22 of these Terms of Use will also continue to apply once your account has been closed. Under no circumstances will we be liable for any loss of profit or business opportunity that may result from the suspension or termination of your account-see Paragraph 18 below.

5. Content of Listing

As with any form of advertising, the content of your listing must comply with all relevant laws. These laws vary depending on the nature and location of your business, if any, and the items offered. You represent and warrant that all content provided by you will comply with relevant laws. In particular, all content must not be misleading or deceptive, likely to mislead or deceive users of the Website, illegal, infringe or encourage the infringement of the intellectual property rights of any person, defame any person, harass any person, incite violence or encourage criminal behavior, constitute hate speech, invade another person's privacy, or contain adult or offensive content by any relevant standard of decency. Please seek professional advice if you are unsure of your legal obligations or whether your content complies with applicable laws. You are solely responsible for ensuring are in compliance with all such laws. Although you are solely responsible for content provided by you, we reserve the right to edit or remove your content if we (in our sole and absolute discretion) consider that it conflicts with relevant laws, is inappropriate or otherwise fails to comply with these Terms of Use. We also reserve the right to suspend or terminate your account for posting inappropriate content (in our sole and absolute discretion).

Your listing must only contain text, graphics, photos, or pictures relevant to the advertised items or otherwise relevant to your goods and/or business. Under no circumstances must offensive or sexually explicit content be included or linked to your listing. All content must clearly identify your name, including your business name (if applicable), contact details and any other information required by law. All telephone and facsimile numbers and email addresses must be fully functional and regularly monitored.

You are required to list all prices in U.S. dollars, and to clearly state any additional charges, including but not limited to shipping and handling or any applicable taxes. All delivery and other charges must be clearly stated. Your listing must not contain any virus, worm, trojan or other computer programming routines that may damage or interfere with our Website, computer system or data or that of any third party. You listing must not constitute political campaigning.

You represent and warrant that: (i) all listings and content published by you on or in connection with TheSocexchange.com complies with all relevant laws, are complete and accurate and is not misleading or deceptive, nor likely to be misleading or deceptive and do not infringe or encourage the infringement of the rights of any third party, (ii) all items advertised by you on or through this Website comply with all relevant laws and are of a particular quality and suitable for the purpose for which they are intended; (iii) all listings and content published by you on in connection with TheSocexchange.com do not defame or invade the privacy of any person, or constitute hate speech; (iv) all advertising and content published by you contain no adult or offensive content under any relevant standard of decency; (v) all listings and content published by you do not incite violence or encourage criminal behavior; and (vi) you are the lawful owner of good and marketable legal title in each of the items listed for sale

The SOC Exchange may allow you to change your listing for an item to be sold by online auction, prior to the acceptance of the first bid, but the date of the change will be noted on the listing after the bidding commences. In the event that you materially change the description of a good after the commencement of the bidding process, then all bidders who have previously made a bid on the good will be notified by email that the description of the good has been materially changed. Such bidders will then have three (3) business days to amend or retract their bid, after which all bids will remain irrevocable.

6. Items Eligible for Sale on TheSocexchange.com

You may list for sale on TheSocexchange.com any item, provided that (a) it may be legally sold by you under all applicable laws, including but not limited to intellectual property, import/export, and criminal laws, (b) its sale is not adult in content and/or offensive, and (c) its sale is not expressly prohibited by TheSocexchange.com. It is your responsibility as a Seller to know and comply with applicable laws and decency standards, as well as our rules prohibiting the sale of certain items, which are as follows: you cannot sell on TheSocexchange.com (i) adult/offensive material or items by any applicable standards of decency; (ii) alcoholic beverages (iii) animals, wildlife, or any items derived from the foregoing; (iv) artifacts protected by state or federal law; (v) catalytic converters, to the extent prohibited by state or federal law; (vi) coins or currency; (vii) credit or debit cards; (viii) counterfeit stamps or reproductions of stamps, and/or equipment to print the same;(ix) coupons not issued by your store-front; (x) electronic surveillance equipment and/or material; (xi) embargoed goods; (xii) firearms, knives, or other weapons; (xiii) food items; (xiv) government-issued licenses; (xv) hazardous or dangerous goods; (xv) human organs, parts, and/or remains; (xvi) IDs of any nature; (xvii) illegal or stolen electronics equipment; (xviii) imported goods that do not comply with relevant import/export rules; (xix) items containing possible trade secrets, confidential or insider information, government secrets, or any other internal, non-public information of a business or government entity; (xx) legal or illegal drugs, drug paraphernalia, or any related materials; (xxi) lock-picking devices; (xxii) lottery or raffle tickets; (xxiii) materials encouraging or providing advice on how to commit illegal or terrorist activities; (xxiv) medical devices of any nature; (xxv) paraphernalia related to any crime or criminal act; (xxvi) personal information or mailing lists; (xxvii) poisons or pesticides; (xxviii) political memorabilia; (xxix) postal equipment or meters; (xxx) police-related items; (xxxi) prohibited plants, weeds, or seeds; (xxxii) recalled items (see Paragraph 8 below); (xxxiii) reproductions of art in violation of federal law; (xxxiv) securities; (xxxv) slot machines; (xxxvi) stolen goods; (xxxvii) testing materials, which include the tests and/or answers for any teacher, professor, educational institution, or standardized testing organization; (xxxviii) tobacco or tobacco-related products; (xxxix) uniforms, excluding school or sports uniforms; and (xl) used cosmetics; and (xli) counterfeit designer clothes, shoes, handbags, and other items;. We reserve the right (but do not have the obligation) to delete or remove any inappropriate listings placed on our Website, and to subsequently suspend your access or terminate you from our Website as set forth in Paragraph 4 above. We do not regularly review posting listings or police the Website to ensure the appropriateness of listings.

7. Specific Prohibited Uses

The online marketplace and auction sites of The SOC Exchange Website may be used only for lawful purposes, and should only be used by Buyers and Sellers seeking to buy or sell goods or real or personal property on the Website.

The SOC Exchange specifically prohibits any other use of the Website, including but not limited to the following: (a) using the Website for any purposes other than as a Buyer or Seller; (b) posting or submitting to the Website any information in which you impersonate or claim to be in any manner another person (living or deceased), an animal, a place, or a fictional character, or in which you misrepresent your affiliation with another person or entity; (c) posting or submitting to the Website files which you do not own in full the rights to, (d) disclosing or sharing your password with any third party or allowing such third party access to a password-protected portion of the Website; (e) taking any action that disrupts, tampers with, interferes, or imposes an unreasonable burden on the Website's infrastructure, servers, data, or network, or those of any third party via our Website; (f) using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, and Safari); (g) posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website or of any computer software, hardware, or telecommunications equipment; (h) deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; (i) aggregating, copying, or duplicating in any manner any of the software making up a part of the Website or any of the content or information available on the Website; (j) using any means of automatically searching or mining data from the Website or in any way attempting to interfere with the proper working of our Website or transactions with businesses advertising through our Website; (k) stalking, harassing, or threatening any other Buyer, Seller, or user of the Website; or (l) collecting or storing personal information about any other Buyer, Seller, or user of the Website.

We reserve the right (but do not have the obligation) to suspend or terminate Buyers, Sellers, or users who do not appropriately use the site. If you become aware of an inappropriate use, please notify us at our email address, which is info@the socexchange.com.

8. Sellers' Terms and Conditions

As TheSocexchange.com is not involved in your transactions with Buyers, and is merely a passive conduit for online advertising of your items for sale, we have no involvement in, or control over, the terms on which you may choose to sell to Buyers. You are solely responsible for setting your own terms and conditions, including but not limited to terms and conditions of sale, payment, delivery and/or shipping, warranties, and returns, and as the Seller, you assume the risk of making sales and collecting money from any Buyer. You should conduct any investigation or due diligence on a Buyer that you feel is appropriate or necessary before engaging in a transaction with such Buyer on the Website. We do not have any control over and do not guarantee the quality, accuracy, safety, or legality of any items advertised or content, the truth or accuracy of listings, your ability to sell, or the Buyer's ability to buy. In particular, we cannot ensure and do not guarantee that a Buyer will actually complete a transaction or act lawfully in using our Website.

If you obtain and store the personal information of any registered users (including by reason of an order placed by a Buyer with you), you must only use that information for the purpose for which it was disclosed and must not use it for marketing purposes unless the individual has given his or her specific written consent for you to do so. In particular, you may not use personal information of registered users for sending unsolicited commercial messages. Credit card details and other personal and financial information of Buyers obtained through their use of TheSocexchange.com may only be retained and used as provided by applicable law. In particular, you must comply with all applicable privacy and anti-spam laws, as well as our Privacy Policy.

You are responsible for addressing and resolving any and all disputes with Buyers who have ordered goods from you through the TheSocexchange.com Website. The SOC Exchange has no obligation to become involved with any such dispute. If you believe that a Buyer has acted illegally or violated the Terms of Use, please notify us at your earliest convenience.

9. Product Recalls

You are solely responsible for staying informed about product recalls. Recalled items are not permitted to be sold on this site as set forth in Paragraph 6, and you must immediately discontinue any sale of a recalled item upon issuance of the recall. For information about product recalls, see the Consumer Product Safety Commission website at http://www.cpsc.gov/.

10. Online Auction Terms and Conditions

(a)    The procedure for conducting online auctions is as follows: items shall be listed for the specified bidding periods shown on the Website and are deemed "sold" at the close of the bidding set at a time that you will pre-determine. In the absence of bids during the bidding period, bidding will not close until an entire overtime period has passed without any bidding activity. Once bidding commences, bidders may make a bid at any time prior to the close of the bidding. All items will have a minimum bid price disclosed on the Website. For certain items, you may impose a reserve price, which is not disclosed on the Website. If there are no bids above the minimum bid or reserve price (whichever is higher), then you are not obligated to sell. After bidding closes for each item, SOC Exchange shall send both to you and to the highest bidder an e-mail describing the highest bid and contact information. In all auctions, you and the Buyer designated as the winning bidder are legally bound to complete the transaction. The winning bidder is obligated to contact you within three (3) to five (5) business days to complete the transaction. If after five (5) business days, you are unable to contact the winning bidder for any reason, you may in your sole discretion (i) continue to attempt to contact the high bidder to complete the transaction or (ii) re-list the item for sale on TheSocexchange.com.

(b)    In the rare event of a documented interruption in service or other exceptional circumstance (as determined by SOC Exchange), you shall have the right within two (2) business days of the closing, to direct SOC Exchange to re-open such auction. In such case, any notice of the sale shall be void and of no force and effect. SOC Exchange shall promptly send an email to all documented bidders, including the bidder who received notice of the sale, specifying the details pursuant to which the affected auction shall be reopened. Bidders shall make any claims of interruption in service or technical error with respect to a particular auction within one (1) business day following the closing of any auction. SOC Exchange will make the final decision as to whether or not there has been a documented interruption of service that has impacted a Buyer's ability to place a bid. Notwithstanding the foregoing, the decision to reopen any auction shall continue to be at the sole and absolute discretion of the Seller.

(c)    By accepting bids on auctioned items, you represent and warrant that you have the intent and capacity to sell the goods in the event that you receive a winning bid. Upon receipt of a bid Buyer may not retract, amend, or modify his or her bid without your prior approval. Following the close of an auction in which you have the highest bid, you are required to ship the auctioned item(s) to Buyer upon receipt of payment. Payments should be received within three (3) to five (5) business days following the completion of the auction. If Buyer refuses shipment of an auctioned good upon arrival at its location, you will be responsible for the shipping charges.

Upon listing any item for auction, you represent, warrant, and agree that you are irrevocably offering to sell the listed good to any Buyer who meets the requirements of the auction, terms of payment, and shipping. Items must be available to the Buyer within three (3) to five (5) business days following the completion of any auction. For the avoidance of doubt, you are restricted from bidding at your own auction.

(d)    Real estate and vehicles will not be eligible for sale through online auctions. Notwithstanding the foregoing, Sellers may list real estate and vehicles that will be sold by auction held off-line.

(e)   At the conclusion of an auction, the successful bidder and seller will have their contact email address ( the email address they use to login ) and their phone number forwarded to each-other, to enable a prompt and efficient transaction!

11. Real Estate and Vehicle Listings

(a)    The SOC Exchange acts solely as a passive conduit for the exchange of information connecting prospective Buyers with prospective Sellers of real estate and/or vehicles, thus, you may not complete the sale of any real estate or a vehicle directly through the Website. This Website provides merely an advertising platform for the Buyers and Sellers of real estate and/or vehicles.

For all real property listings on the Website, the SOC Exchange will ask for the following information: (i) nature of listing (i.e. direct through Seller or through an agent); (ii) identification of contact person for the listing; (iii) the address, phone number, cell phone number, and fax number of the Seller or agent and co-agent as appropriate; (iv) the preferred manner of contact; (v) the nature of the listing (i.e. sale or rental); (vi) the nature of property available; (vii) the number of bedrooms and bathrooms; (viii) the nature of the property listing (i.e. commercial, residential home, residential condo); (ix) the number of bathrooms, bedrooms, and description of garage or other parking available; (x) the taxes and utilities; (xi) the address of the property; and (xii) the description of the property.

Similarly, for all vehicle listings on the Website, the SOC Exchange will ask for the following: (i) nature of the listing (i.e. direct through Seller or through a dealer); (ii) the identification of a contact person for the listing; (iii) the address, phone number, cell phone number, and fax number of the Seller or dealer as appropriate; (iv) the preferred manner of contact; (v) the name of the vehicle; (vi) the nature of the vehicle (i.e. new or used); (vii) the make, model, and year of the vehicle; (viii) the mileage on the vehicle; (ix) the number of doors/seats in the vehicle; (xi) the transmission type (i.e. manual/stick or automatic); (xii) the color of the vehicle; and (xiii) the registration and expiration date on the vehicle.

Upon making contact with a Buyer, you should discuss with such Buyer purchase terms, including but not limited to price, financing, inspections, and title search, as is the usual practice in an offline real estate or vehicle purchase. Sellers are strongly advised to seek the assistance and advice of an attorney or an appropriate qualified professional to assist and provide advice regarding due diligence (i.e. research, investigation, and/or inspection), required seller disclosures, the negotiation, and the closing of the sale of any real estate or vehicle.

(b)    The SOC Exchange has no fiduciary or agency role in hosting real estate and vehicle listings. We do not engage in and are not responsible for brokering, selling, purchasing, exchanging or leasing real estate or vehicles, nor do we counsel prospective buyers and sellers, show real estate or vehicles, research or transfer title, negotiate contracts, or hold any position of trust and confidence in the transactions. Thus, no fiduciary or agency relationship is intended to be or shall be deemed to be created between the SOC Exchange and you pursuant to these Terms of Use.

(c)    Sellers who are licensed as an agent, broker, or other licensed real estate professional must ensure that their listing conforms to all laws and regulations applicable to the online advertising of properties by such persons. These requirements may include disclosure of the Seller's name, firm affiliation of the Seller, office location of the Seller, and the jurisdiction(s) in which Seller is licensed.

(d)    Sellers must own full title and interest to any real estate or vehicles listed with SOC Exchange, except that a Seller may post a listing (i) to a third party's real estate if he or she is a licensed real estate professional or (ii) if all owners of the real estate or vehicle agree to the sale. It is the Seller or Sellers' sole responsibility to ensure that the conditions of Section 11(d) have been fully met and complied with.

(e)    Buyers and Sellers of real estate and vehicles are required to comply with all applicable state and federal laws and regulations.

(f)    Please note that there are risks in using any website to make purchases, including but not limited to the risk of physical harm from dealing with strangers, underage persons, or persons acting under false pretenses. You assume all risks arising from dealing with Buyers or other users in which you come in contact on this Website.

12. Reviews, Comments, and other Content

You may post photos, product descriptions, and other content on TheSocexchange.com regarding your items available for sale, and third parties may also post reviews, comments, and other content on TheSocexchange.com and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." They may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove such content. We do not regularly review posted content. We have the right to monitor and remove any activity or content at any time without notice. We take no responsibility and assume no liability for any content posted by any third party.

We grant to you via our licensors a nonexclusive, royalty-free, perpetual, irrevocable right to use, reproduce, adapt, publish, translate, create derivative works from, distribute, and display such third party content throughout the world in any media. We also grant to you the right to use the name that the third party submitted in connection with such content. You have the right to remove content at any time without notice, but may not edit such content for any purpose. You agree to indemnify, defend, and hold harmless SOC Exchange, and its officers, directors, employees, independent contractors, representatives, and agents for all claims resulting from licensors regarding the editing of the content they supplied.

13. Special Offers and Direct Marketing to Buyers via TheSocexchange.com

TheSocexchange.com may offer features enabling you to provide discount vouchers, special offers, gift certificates or other benefits via the Website. You may impose such terms and conditions of such offers as you consider appropriate, provided that such terms are not inconsistent with these Terms of Use or any legal requirement. We do not take any responsibility in connection with any such benefits offered by you to Buyers.

SOC Exchange may agree to distribute your advertisements and special offers by email to registered Buyers who have specifically agreed to accept such materials from you or your listing. We will not sell or disclose personal information of registered Buyers to you for such purposes.

14. External Websites; YouTube Videos

If you have an external website, you may create a link on your listing that connects to your external website, provided that the content of the external website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You must not create any link or frame to any other page within the TheSocexchange.com Website other than TheSocexchange.com listing. The content of the external website may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our Website. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted by any third party on an external website.

You may also create or post a link on your listing to a YouTube video, which you have uploaded to the YouTube website, provided that the content of the video on the YouTube website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable, and does not consist of or contain software viruses, political campaigning, or any form of spam. You must not create any link to any other page within the Socexchange.com Website other than TheSocexchange.com listing. The content of the YouTube video may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content on YouTube videos linked to our Website. We have the right to monitor and remove any links to YouTube videos at any time without notice. We take no responsibility and assume no liability for any content posted by you or any third party on YouTube. If you post a video to YouTube in order to link the video to this Website, then you will be solely responsible for reading and complying with YouTube’s Terms of Service at http://www.youtube.com/t/terms, Community Guidelines at http://www.youtube.com/t/community_guidelines, Privacy Policy at http://www.youtube.com/t/privacy, and Copyright Notices at http://www.youtube.com/t/dmca_policy. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted to an external website such as YouTube.

You agree that your SOC Exchange listing will not contain any links to other external websites, except as expressly permitted herein. This requirement is necessary to protect the reputation and integrity of TheSocexchange.com.

15. Referral Fee Promotions

We may offer promotions from time to time, in which we offer to pay during a promotional period a SOC Exchange referral fee (the "SOC Fee") to any Member who makes a referral to the SOC Exchange, which results in a third party's purchase of a new, one-year SOC Exchange membership ("Subscription"). For the purposes of this Section 15, "Member" shall constitute any paid subscriber to the SOC Exchange Website.

In any such promotion, a SOC Fee will only be paid if, at the time of the purchase of the Subscription, the new subscriber correctly enters the corresponding Referral ID of the referring Member. In the event that no Referral ID is provided prior to the initial purchase of the Subscription, then no SOC Fee shall be paid on the referral.

Any Member wishing to participate in such a promotion will be required to obtain a Paypal account prior to participating. Upon earning any SOC Fee payments, such Member may request payment to his or her Paypal account at any time via the SOC Exchange administrative system. All SOC Fee payment requests received during a particular business week on or before Saturday at midnight EST ("the Weekly Request Due Date") will be processed within ten (10) days following such Weekly Request Due Date. Members shall be solely responsible for the payment of any Pay Pal charges incurred in conjunction with any such promotion, and shall also be solely responsible for any taxes incurred and payable upon the receipt of a SOC Fee.

Please note that the SOC Exchange shall not be liable, in the event (a) that a human or technical error occurs on the part of SOC Exchange or Pay Pal, which results in an unpaid or incorrectly paid SOC Fee payment to a Member; or (b) that a Referral ID is either not entered prior to the initial Subscription purchase or not received by the SOC Exchange, resulting in a Member not receiving credit for a SOC Fee payment

In the event of any nonpayment or underpayment of SOC Fees due to a human or technical error by either the SOC Exchange or Pay Pal, the sole remedy shall be to fix the error and correctly make the SOC Fee payment. Similarly, in the event of an overpayment of SOC Fees due to a human or technical error by the SOC Exchange or Pay Pal, the SOC Exchange shall have the right to fix the error and credit back to its account any overpaid SOC Fees. In contrast, SOC Exchange shall have no responsibility in the event that SOC Exchange does not receive a Referral ID in conjunction with an initial Subscription purchase by a new Member.

Each Member agrees to indemnify, defend, and hold harmless the SOC Exchange for all claims resulting from the non-receipt of any Referral ID.

16. Intellectual Property

All trademarks, inventions, and copyrightable material, including but not limited to text, images, audio, and video files (collectively "Content"), code, design features, database(s), and compilations (such as collections, arrangements, and assemblies) on the TheSocexchange.com Website are owned or licensed by us unless otherwise indicated. You must not use our trademarks or otherwise represent that we in any way endorse or are associated with your selling activities generally except to the extent (i) they are connected to your listing, (ii) the use is expressly provided for in these Terms of Use, or (iii) we have given our prior written consent to the use.

We may make Content available to you to use in your SOC Exchange listing on our Website. Except as otherwise expressly stated herein, you do not have any exclusive right to such content and must not use it elsewhere (including on an external website that is linked to TheSocexchange.com).

All right, title, and interest to original content posted to a listing by you shall remain owned by you. You agree to grant us a non-exclusive, royalty-free, irrevocable, worldwide license to use and display the copyright and other intellectual property rights in the content of your listing in connection with the SOC Exchange. We will only use such rights as is necessary for the operation of TheSocexchange.com and associated activities. You agree not to post any content to a listing that is owned in whole or in part by any third party; provided that, however, you may post content owned by third parties if the right to use such content on this Website is expressly granted pursuant to a license agreement with the copyright owner of such content. It is your responsibility to ensure that you have entered into such a valid license agreement prior to posting such third party content to your listing. Please consult with an intellectual property attorney if you have questions or concerns about how to properly license third party content.

You must not use any means of automatically searching or mining data from the Website or in any way interfere or attempt to interfere with the proper working of our Website or transactions with businesses advertising through our Website. You agree not to take on any action that imposes an unreasonable burden on our infrastructure or otherwise tamper or interfere with TheSocExchange.com, our system, or data, or that of any third party via our Website.

17. Intellectual Property Infringement Complaints

We respect the intellectual property rights of others. If you believe that your intellectual property has been copied in a way that constitutes intellectual property infringement, please provide us with the following:

(a)    the name of the owner and a signature of the person authorized to act on behalf of the intellectual property interest that is alleged to be infringed;

(b)    a description of the work, product, or other intellectual property that you claim has been infringed;

(c)    a description of where the material is located on the Website;

(d)    your address, telephone number, and email address;

(e)    a statement by you affirming your good-faith belief that the disputed use is not authorized by the intellectual property owner or its agent; and

(f)    a statement by you made under penalty of perjury that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.

All intellectual property infringement complaints should be directed to us at info@thesocexchange.com.

18. Disclaimer and Limitation of Liability

We make no guarantee or representation, either express or implied, as to the accuracy, correctness, value, timeliness, or completeness of any information on this Website. The information is provided "as is" and on an "as available" basis, and we do not represent that it is complete, current or free from errors or omission. You use this Website at your own risk. We do not control the content posted by third parties posted to this Website or to external websites, including the content of any messages, reviews, or websites linked to our Website, and we do not guarantee the accuracy, integrity, quality, or appropriateness of such content, nor can we guarantee that any product, vehicle, or real estate is free of defects. You should verify all information provided. Access to our Website or any third party websites may be interrupted by a variety of factors, including those outside our control. We cannot warrant or represent that access to this Website or any third party websites will be continuous, uninterrupted, virus-free, or secure, nor can we ensure that the website will be bug-free, error-free, or free of technical problems. We will, however, use reasonable care to maintain uninterrupted, bug-free and error-free service on the Website. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. NO ORAL OR WRITTEN INFORMATION, PHOTOGRAPHS, ADVERTISEMENTS, OR ADVICE GIVEN BY US, OUR AGENTS, OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. OUR LIABILITY UNDER THESE TERMS OF USE SHALL BE LIMITED TO THE TOTAL VALUE OF THE PRODUCT (S) ORDERED THROUGH THIS WEBSITE PAID TO USE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR TWO HUNDRED DOLLARS ($200), WHICHEVER IS LESS. WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WE SHALL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN THE WEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR FREE, OR UNINTERRUPTED.

19. Waiver and Release of Claims; Indemnification

To the extent permitted by law, you expressly agree to waive and release us and our officers, directors, employees, independent contractors, representatives, and agents from any and all claims, damages, losses, costs, or expenses, including but not limited to reasonable attorneys fees, in any way connected with a dispute you may have with any Buyer or other third party arising out of the use of TheSocexchange.com Website. You further agree to indemnify, defend, and hold us and our officers, directors, employees, independent contractors, representatives, and agents harmless against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with (i) a breach of these Terms of Use; (ii) a breach of any terms or conditions entered into by you with any third party through TheSocexchange.com Website; (iii) any infringement or contributory infringement of intellectual property rights on TheSocexchange.com Website; (iv) a dispute between you and any Buyer or other third party arising out of the use of TheSocexchange.com Website, including but not limited to any dispute arising from a claim of fraud or negligent misrepresentation against you; (v) any violation of the Fair Housing Act as set forth in Paragraph 20 below, or any other applicable law or regulation; or (vi) any breach of the terms of service or any failure to comply with policies arising from a third party external website such as YouTube. If you are a California resident, you agree to waive California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

20. Equal All

Real estate advertising on the Website is subject to the Fair Housing Act, which makes it illegal to advertise any preference limitation or discrimination based on race, color, national origin, religion, sex, family status (including children under the age of 18 living with parents or legal custodians, pregnant women, and people securing custody of children under the age of 18), or disability. You are expressly prohibited from making any posting or listing on the Website in violation of the Fair Housing Act. We will not knowingly accept any advertisement in violation of the Fair Housing Act, but you are solely responsible for complying with the Act.

21. General

Either party may assign this agreement without prior notice in the event of a merger, acquisition or sale of all or part of our respective businesses. You may not otherwise assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent.

Our relationship of the parties is one of independent contractors and nothing in these Terms of Use will imply a relationship of partnership, joint venture or principal and agent.

If any provision in these Terms of Use is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If no feasible interpretation would save such provision, it is to be severed from the remainder of these Terms of Use which are to remain in full force and effect. No waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.

We will send any legal notices or communications regarding your account to your designated email address. Please ensure that a valid email address is designated to your account at all times. Your primary point of contact with TheSocexchange.com should be via the "Contact Us" tab on the Website menu. Any formal notices or communications should be sent to our postal address provided at the beginning of these Terms of Use. Notices sent by email or facsimile will be deemed to have been received by you 24 hours after it was sent, regardless of whether you have actually read the notice or not. Notices sent by mail should be sent by registered mail with pre-paid postage return receipt requested or by a recognized international courier, and will be deemed to have been received five (5) days following the date on which they were sent.

22. Dispute Resolution

These Terms of Use are governed by the laws of State of California, USA, without regard to conflicts of law principles All disputes arising under these Terms of Use shall be submitted to binding arbitration in San Jose, California, USA under the Commercial Rules of Arbitration for the American Arbitration Association by one arbitrator mutually agreed upon by the parties in accordance with the aforementioned Rules. The costs of the arbitration, including administrative and arbitrators' fees, shall be shared equally by the Parties. Each party shall bear its own costs and attorneys' and witnesses' fees. The arbitration award shall be final and each party shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review of the arbitrator's decision is sought, the prevailing party shall be entitled to costs and reasonable attorneys' fees.

All claims you bring against SOC Exchange must be resolved in accordance with this Paragraph 22. All claims filed or brought against SOC Exchange contrary to Paragraph 22 shall be considered improperly filed. Should you file a claim contrary to this Paragraph, you agree that SOC Exchange may recover attorneys' fees and costs up to $1500, provided that SOC Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Terms of Use - Jobseekers

These Terms of Use set forth the conditions on which you use TheSocexchange.com Website ("the Website") and services offered by us through the Website. These Terms of Use are a contract between you and SOC Exchange, Inc. ("SOC Exchange"). By using this Website, you acknowledge that you have read, accepted, and agreed to be bound by these Terms of Use and to comply with all applicable laws and regulations.

We may amend these Terms of Use at any time without notice in our sole discretion and the changes will apply immediately. Please check this page regularly to ensure you are aware of any changes. Our Privacy Policy and IP statement published on the Website form part of these Terms of Use. From time to time, we may amend these policies or introduce new policies regarding the use of this Website. A reference to these Terms of Use includes all such policies.

These Terms of Use apply to all users, whether you are a visitor simply browsing the Website or are a registered user. Separate terms of use apply to Employers advertising via the Website.

These Terms of Use do not cover your legal relationship with Employers pursuant to this Website. The terms and conditions governing your relationship with such Employers shall be defined between you and such third parties.

1. Nature of TheSocExchange.com

The SOC Exchange is an online marketplace, auction, and employment Website. Details of what we offer to you are outlined on the "About the SOC Exchange" section of this Website. We act as a passive conduit for the exchange of information, and are not involved in any of the exchanges between you and Employers listing on our Website. Consequently, we do not have any control over and do not guarantee the availability, accuracy, suitability, or quality of jobs listed or content posted by Employers, the existence of a job opening posted, or the ability of Jobseekers to find jobs on the Website. In particular, we cannot ensure and do not guarantee that an Employer will actually fill the jobs listed on the Website, comply with all state and federal laws in using our Website and making employment or hiring decisions, or that the jobs will actually be as represented. See Paragraph 5 below. You are solely responsible for all interactions between you and Employers advertising via our Website, and for independently verifying all information on the Website before relying on it in any manner. There are risks in using any employment website, including but not limited to the risk of physical harm from dealing with strangers, underage persons, or persons acting under false pretenses. You assume all risks arising from dealing with Employers or other users in which you come in contact on this Website.

2. Eligibility to use TheSocexchange.com

You are only entitled to use this Website if you are capable of forming legally binding contracts under relevant laws. In any event, you must be at least 18 years of age (except as otherwise required by the laws of the jurisdiction in which you reside) in order to use this Website and you must be an American citizen.

If we have reason to suspect that you are not eligible to use the Website, we will be entitled to suspend or terminate your registration without notice.

3. Use of Website

The information provided on the Website can be accessed free of charge.

Jobseekers pay a set fee for maintaining a listing on this Website. We do not charge you or Employers a commission for any job obtained through this Website. Additional fees may be payable for additional benefits that we choose to provide from time to time. We will notify you prior to any increase in fees. All fees paid to TheSocexchange.com are non-refundable, so please do not pay the fee until you are ready to set up and maintain a listing on our Website.

All information provided by you in your registration or to an Employer in connection with this Website must be truthful, accurate, and complete. We may suspend or cancel your registration without notice if we have any reason to believe this is not the case.

If you register as a user, you will be required to select a password. You should not disclose your password to any third party. You are solely responsible for keeping your password confidential. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one with the URL of www.TheSocexchange.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You are solely responsible for any and all use of your account.

We use industry standard techniques, including encryption to process and store personal information. However, to the extent permitted by law, we do not accept responsibility for the security of personal information transmitted over the Internet or the unauthorized access to or use of your personal information. Please refer to our Privacy Policy.

We use commercially reasonable efforts to maintain the Website at all times and keep it operating free from bugs, errors, technical problems, or defects. In the event that any bugs, errors, technical problems, or defects are identified, we will assign technicians to promptly triage and resolve the issue, and to provide a workaround. If at any time you become aware of an error, bug, or other technical problem, we ask that you promptly notify us of the incident at info@thesocexhange.com, providing the following information:

(a)    the specific sequence events causing the incident;

(b)    the exact wording of any bug or error messages, if applicable;

(c)    a full description of the incident; and

(d)    any special circumstances surrounding the discovery of the incident for which you are seeking technical support.

4. Suspension or cancellation of registration

We may suspend or cancel your registration with us at any time without prior warning if you fail to comply with these Terms of Use (including failure to pay fees when due), without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed any fraudulent or other illegal activity, we may report you to the relevant law enforcement authorities. We also reserve the right to discontinue operating TheSocexhange.com Website at any time. You may close your employment account at any time, provided that you have paid all amounts owed to us. You will remain liable for obligations related to your account even if it has been closed. Paragraphs 11 through 16 of these Terms of Use will also continue to apply once your account has been closed. Under no circumstances will we be liable for any loss of profit or business opportunity that may result from the suspension or termination of your account-see Paragraph 15 below.

5. Employers' Listings

(a)    We receive employment listings for publication in good faith on the basis of representations given by Employers. We do not endorse any jobs advertised on this Website or any Employer, nor make any warranty or representation regarding an Employer's posted job openings. We do not pre-screen Employers before they register to list jobs on the Website, and we do not verify their identity or suitability for posting on the Website. It is your own responsibility to investigate the accuracy, reliability, availability, suitability, quality, safety, and lawfulness of any jobs listed on this Website and to verify the financial condition, credentials, lawfulness, and/or reputation of Employers before accepting any offer. Notwithstanding the foregoing, please let us know if you believe any information or advertisement on this Website is inaccurate, misleading, illegal, or conflicts with relevant laws.

(b)    Employers advertising on this Website are required to comply with all applicable laws, statutes, and regulations issue by any local, state, or federal agency, including but not limited to Title VII, as amended, the Age Discrimination in Employment Act, the American's With Disabilities Act, or any other local, state, or federal statute, law, or regulation that protects applicants or employees from discrimination in employment and/or hiring decisions.

6. Jobseeker's Profile

When you register with TheSocexchange.com Employment Website, you will be asked to set up a Jobseeker profile, and to provide The SOC Exchange with certain information, including the following: (a) name; (b) tagline, if any; (c) address; (d) phone number; and (e) state where advertisement will run

7. Content of Your Listing

We will receive your listing in good faith on the basis of the representations you make to us. You will be asked to supply the following information for your listing: (a) name; (b) address; (c) phone number; (d) cell phone number; (e) preferred method of contact; (f) fax number; (g) description of position sought; (h) title of sought position; (i) industry and sector; (j) salary range or if negotiable; (k) nature of job sought (i.e. full-time or part-time; (l) location of job sought; (m) introduction to prospective employers; (n) job responsibilities sought; and (o) any special requirements for job.

As with any form of advertising, the content of your listing must comply with all relevant laws, statutes, and regulations, issued by any local, state or federal body or agency. These laws vary depending on the nature and location of your business.

In addition, all content must not be misleading or deceptive, likely to mislead or deceive users of the Website, illegal or encourage illegal activity, infringe or encourage the infringement of the intellectual property rights of any person, defame any person, harass any person, incite violence or encourage criminal behavior, constitute hate speech, engage or promote racism, bigotry, discrimination, or harm of another person, invade another person's privacy, or contain adult or offensive content by any relevant standard of decency. Please seek professional advice if you are unsure of your legal obligations or whether your content complies with applicable laws. You are solely responsible for ensuring are in compliance with all such laws. Although you are solely responsible for content provided by you, we reserve the right to remove your content if we (in our sole and absolute discretion) consider that it conflicts with relevant laws, is inappropriate or otherwise fails to comply with these Terms of Use. We also reserve the right to suspend or terminate your account for posting inappropriate content (in our sole and absolute discretion).

Your listing must only contain text, graphics, photos, or pictures relevant to the job sought. Under no circumstances must offensive or sexually explicit content be included or linked to your listing. All telephone and facsimile numbers and email addresses must be fully functional and regularly monitored.

In addition, you also have the option to post your resume online, which will be made available exclusively to Employers, who are registered to advertise on this Website. However, resumes may be made available to the general viewing public from time to time. In posting your resume, you will have the option to post with all personal information available to the Employer, or in the alternative, anonymously without providing personal information such as the name of your current employer. Notwithstanding the foregoing, if you elect to promote your resume as one of the fifteen daily "Featured Listings" on the Website, your resume will be visible to all users of the Website, regardless of whether or not such users are registered Employers.

8. Eligible Job Openings on this Website

You may apply on The SOC Exchange for any job opening, provided that such employment opportunity: (a) is not related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code programs, proxies, lists and relay servers; (b) does not constitute a pyramid or Ponzi scheme, or another arrangement that requires an up-front payment or requires recruitment of other members or agents; and (c) does not solicit or encourage illegal or criminal activity or any activity, which is considered adult, sexually explicit, or offensive by any relevant standards of decency. We reserve the right (but do not have the obligation) to delete or remove any inappropriate listings placed on our Website, and to suspend or terminate Employers who post inappropriate jobs and Jobseekers who apply for inappropriate jobs from our Website. We do not regularly review posted listings or police the Website to ensure the appropriateness of listings. If you become aware of an inappropriate listing, please notify us at our email address, which is info@thesocexchange.com.

9. Specific Prohibited Uses of the Employment Website

The employment features of The SOC Exchange Website may be used only for lawful purposes, and should only be used by individuals seeking employment or for Employers seeking to fill jobs, who are networking for personal and/or professional purposes.

The SOC Exchange specifically prohibits any other use of the Website, including but not limited to the following: (a) using the Website for any purposes other than as a Jobseeker seeking a new job or an Employer seeking to fill a new employment position; (b) posting or submitting to the Website any incomplete, false, misleading, inaccurate, or unlawful biographical information or credentials; (c) posting or submitting to the Website any information in which you impersonate or claim to be in any manner another person (living or deceased), an animal, a place, or a fictional character, or in which you misrepresent your affiliation with another person or entity; (d) posting fake jobs, or jobs in which there was never any intention to hire or fill the position; (e) responding to a job posting for any other reason that to apply for that position of employment; (f) posting or submitting to the Website files which you do not own in full the rights to, including but not limited to plagiarized materials or materials that are the trade secrets of a prior employer; (g) disclosing or sharing your password with any third party or allowing such third party access to a password-protected portion of the Website; (h) sending unsolicited mail or e-mail, making unsolicited phone calls or sending unsolicited faxes regarding promotions and/or advertising of products or services to another Jobseeker or an Employer; (i) taking any action that disrupts or imposes an unreasonable burden on the Website's infrastructure, servers, or network; (j) using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, and Safari); (k) posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website or of any computer software, hardware, or telecommunications equipment; (l) deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; (m) aggregating, copying, or duplicating in any manner any of the software making up a part of the Website or any of the content or information available on the Website; (n) stalking, harassing, or threatening any other Jobseeker, Employer, or user of the Website; or (o) collecting or storing personal information about any other Jobseeker or user of the Website.

We reserve the right (but do not have the obligation) to suspend or terminate Jobseekers, Employers, or users who inappropriately use the Website. If you become aware of an inappropriate use, please notify us at our email address, which is info@the socexchange.com.

10. Referral Fee Promotions

We may offer promotions from time to time, in which we offer to pay during a promotional period a SOC Exchange referral fee (the "SOC Fee") to any Member who makes a referral to the SOC Exchange, which results in a third party's purchase of a new, one-year SOC Exchange membership ("Subscription"). For the purposes of this Section 10, "Member" shall constitute any paid subscriber to the SOC Exchange Website.

In any such promotion, a SOC Fee will only be paid if, at the time of the purchase of the Subscription, the new subscriber correctly enters the corresponding Referral ID of the referring Member. In the event that no Referral ID is provided prior to the initial purchase of the Subscription, then no SOC Fee shall be paid on the referral.

Any Member wishing to participate in such a promotion will be required to obtain a Paypal account prior to participating. Upon earning any SOC Fee payments, such Member may request payment to his or her Paypal account at any time via the SOC Exchange administrative system. All SOC Fee payment requests received during a particular business week on or before Saturday at midnight EST ("the Weekly Request Due Date") will be processed within ten (10) days following such Weekly Request Due Date. Members shall be solely responsible for the payment of any Pay Pal charges incurred in conjunction with any such promotion, and shall also be solely responsible for any taxes incurred and payable upon the receipt of a SOC Fee.

Please note that the SOC Exchange shall not be liable, in the event (a) that a human or technical error occurs on the part of SOC Exchange or Pay Pal, which results in an unpaid or incorrectly paid SOC Fee payment to a Member; or (b) that a Referral ID is either not entered prior to the initial Subscription purchase or not received by the SOC Exchange, resulting in a Member not receiving credit for a SOC Fee payment

In the event of any nonpayment or underpayment of SOC Fees due to a human or technical error by either the SOC Exchange or Pay Pal, the sole remedy shall be to fix the error and correctly make the SOC Fee payment. Similarly, in the event of an overpayment of SOC Fees due to a human or technical error by the SOC Exchange or Pay Pal, the SOC Exchange shall have the right to fix the error and credit back to its account any overpaid SOC Fees. In contrast, SOC Exchange shall have no responsibility in the event that SOC Exchange does not receive a Referral ID in conjunction with an initial Subscription purchase by a new Member.

Each Member agrees to indemnify, defend, and hold harmless the SOC Exchange for all claims resulting from the non-receipt of any Referral ID.

11. Intellectual Property

All trademarks, inventions, and copyrightable material, including but not limited to text, images, audio, and video files (collectively "Content"), code, design features, database(s), and compilations (such as collections, arrangements, and assemblies) on the TheSocexchange.com Website are owned or licensed by us unless otherwise indicated. You must not use our trademarks or otherwise represent that we in any way endorse or are associated with your job search activities generally except to the extent (i) they are connected to your listing, (ii) the use is expressly provided for in these Terms of Use, or (iii) we have given our prior written consent to the use.

We may make Content available to you to use in your SOC Exchange listing on our Website. Except as otherwise expressly stated herein, you do not have any exclusive right to such content and must not use it elsewhere (including on an external website that is linked to TheSocexchange.com).

All right, title, and interest to original content posted to a listing by you shall remain owned by you. You agree to grant us a non-exclusive, royalty-free, irrevocable, worldwide license to use and display the copyright and other intellectual property rights in the content of your listing in connection with the SOC Exchange. We will only use such rights as is necessary for the operation of TheSocexchange.com and associated activities. You agree not to post any content to a listing that is owned in whole or in part by any third party; provided that, however, you may post content owned by third parties if the right to use such content on this Website is expressly granted pursuant to a license agreement with the copyright owner of such content. It is your responsibility to ensure that you have entered into such a valid license agreement prior to posting such third party content to your listing. Please consult with an intellectual property attorney if you have questions or concerns about how to properly license third party content.

You must not use any means of automatically searching or mining data from the Website or in any way interfere or attempt to interfere with the proper working of our Website or transactions with businesses advertising through our Website. You agree not to take on any action that imposes an unreasonable burden on our infrastructure or otherwise tamper or interfere with TheSocExchange.com, our system, or data, or that of any third party via our Website.

13. Intellectual Property Infringement Complaints

We respect the intellectual property rights of others. If you believe that your intellectual property has been copied in a way that constitutes intellectual property infringement, please provide us with the following:

(a)    the name of the owner and a signature of the person authorized to act on behalf of the intellectual property interest that is alleged to be infringed;

(b)    a description of the work, product, or other intellectual property that you claim has been infringed;

(c)    a description of where the material is located on the Website;

(d)    your address, telephone number, and email address;

(e)    a statement by you affirming your good-faith belief that the disputed use is not authorized by the intellectual property owner or its agent; and

(f)    a statement by you made under penalty of perjury that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.

All intellectual property infringement complaints should be directed to us at our email address, which is info@thesocexchange.com.

14. Third party websites

This Website may contain links to other websites of third parties, which are not maintained or controlled by us. We do not endorse, accept any responsibility for the content or use of any third party websites, or make any representations about the information, products, or materials found on such third party websites. We reserve the right but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our website. We take no responsibility and assume no liability for any content posted by any third party on an external website.

15. Disclaimer and Limitation of Liability

We make no guarantee or representation, either express or implied, as to the accuracy, correctness, timeliness, reliability, availability, or completeness of any job posting or other information on this Website, including but not limited to the identity of the person (s) or business advertising the job opening, as well as information regarding office locations, business, number of employees, revenues, and other financial information. All listings and other information is provided "as is" and "as available" basis and we do not represent that it is complete, current, or free from errors or omissions. You assume the risk of using the Website, interacting with Employers and other users of this Website, and applying for any job listings posted on the Website. We cannot be responsible for any employment decisions made by you or an Employer regarding any job posting on this Website, nor can we be responsible for any statements made during the interview process by you or any Employer or guarantee any specific results from the use of the Website. We do not control or monitor the content posted to the Website or linked to the Website through third party websites, including the content of any messages or websites linked to our Website, and we do not guarantee the accuracy, integrity, quality, timeliness, or appropriateness of such content. The use of this Website and any third party websites linked to our Website is at your own risk. Access to our Website or any third party websites may be interrupted by a variety of factors, including those outside our control. We cannot warrant or represent that access to this Website or any third party websites will be continuous, uninterrupted, virus-free, or secure, nor can we ensure that the website will be bug-free, error-free, or free of technical problems. We will however, use reasonable care to maintain uninterrupted, bug-free, error-free service on the Website. The following statement is required per California statute: NO VERBAL OR WRITTEN PROMISE OR GUARANTEE OF ANY JOB OR EMPLOYMENT IS MADE OR IMPLIED UNDER THESE TERMS OF USE. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. NO ORAL OR WRITTEN INFORMATION, PHOTOGRAPHS, ADVERTISEMENTS, OR ADVICE GIVEN BY US, OUR AGENTS, OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. OUR LIABILITY UNDER THESE TERMS OF USE SHALL BE LIMITED TO TWO HUNDRED DOLLARS ($200). WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WE SHALL NOT BE LIABLE FOR LOST PROFITS, LOST OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN THE WEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR FREE, OR UNINTERRUPTED.

16. Waiver and Release of Claims; Indemnification

To the extent permitted by law, you expressly agree to waive and release us and our officers, directors, employees, independent contractors, representatives, and agents from any and all claims, damages, losses, costs, or expenses, including but not limited to reasonable attorneys fees, in any way connected with a dispute you may have with a past or current Employer or other third party using TheSocexchange.com. You further agree to indemnify, defend, and hold us, our officers, directors, employees, independent contractors, representatives, and agents harmless against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with (i) a breach of these Terms of Use; (ii) a breach of any terms or conditions entered into by you with any third party through TheSocexchange.com Website; (iii) any infringement or contributory infringement of the intellectual property rights of TheSocexchange.com or any third party on the Website; (iv) a dispute between you and any past or current Employer or other third party arising out of the use of the TheSocexchange.com Website; or (v) any violation by a past or current Employer of any law, statute or regulation issued by any local, state, or federal agency, including but not limited to Title VII, as amended, the Age Discrimination in Employment Act, the Americans With Disabilities Act, or any other local, state, or federal statute, law, or regulation that protects applicants or employees from discrimination in employment and/or hiring decisions.

If you are a California resident, you agree to waive California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

17. General

You may close your account at any time. We may suspend or terminate your account at any time without notice at our sole discretion if you breach these Terms of Use or if these terms otherwise permit. We also reserve the right to discontinue operating TheSocexchange.com Website at any time at our sole discretion. You will remain liable for obligations incurred to your account even if it has been closed. Paragraphs 9 and 11 through 18 of these Terms of Use will also continue to apply once your account has been closed. Termination of your account may result in the deletion of all of your Jobseeker profile information, including but not limited to resumes, profiles, and other biographical information.

You may not assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent. You agree that we may assign this agreement without prior notice in the event of a merger, acquisition or sale of all or part of our business. No waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.

Our relationship of the parties is one of independent contractors and nothing in these Terms of Use will imply a relationship of partnership, joint venture or principal and agent.

If any provision in these Terms of Use is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If no feasible interpretation would save such provision, it is to be severed from the remainder of these Terms of Use which are to remain in full force and effect.

We will send any legal notices or communications regarding your account to your designated email address. Please ensure that a valid email address is designated to your account at all times. Your primary point of contact with TheSocexchange.com should be via the "Contact Us" tab on the Website menu. Any formal notices or communications should be sent to our postal address provided at the beginning of these Terms of Use. Notices sent by email or confirmed facsimile will be deemed to have been received 24 hours after being sent, regardless of whether you have actually read the notice or not. Notices sent by mail should be sent by pre-paid registered mail return receipt requested or by a recognized international courier, and will be deemed to have been received five (5) days following the date in which they were sent.

18. External Websites; YouTube Videos

If you have an external website, you may create a link on your listing that connects to your external website, provided that the content of the external website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You must not create any link or frame to any other page within the TheSocexchange.com Website other than TheSocexchange.com listing. The content of the external website may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our Website. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted by any third party on an external website.

You may also create or post a link on your listing to a YouTube video, which you have uploaded to the YouTube website, provided that the content of the video on the YouTube website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable, and does not consist of or contain software viruses, political campaigning, or any form of spam. You must not create any link to any other page within the Socexchange.com Website other than TheSocexchange.com listing. The content of the YouTube video may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content on YouTube videos linked to our Website. We have the right to monitor and remove any links to YouTube videos at any time without notice. We take no responsibility and assume no liability for any content posted by you or any third party on YouTube. If you post a video to YouTube in order to link the video to this Website, then you will be solely responsible for reading and complying with YouTube’s Terms of Service at http://www.youtube.com/t/terms, Community Guidelines at http://www.youtube.com/t/community_guidelines, Privacy Policy at http://www.youtube.com/t/privacy, and Copyright Notices at http://www.youtube.com/t/dmca_policy. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted to an external website such as YouTube.

You agree that your SOC Exchange listing will not contain any links to other external websites, except as expressly permitted herein. This requirement is necessary to protect the reputation and integrity of TheSocexchange.com.

19. Dispute Resolution

These Terms of Use are governed by the laws of the State of California, USA without regard to conflicts of law principles All disputes arising under these Terms of Use shall be submitted to binding arbitration in San Jose, California, USA under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon by the parties in accordance with the aforementioned Rules. Costs of the arbitration, including administrative and arbitrators' fees, shall be shared equally by the Parties. Each party shall bear its own costs and attorneys' and witnesses' fees. The arbitration award shall be final and each party shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review of the arbitrator's decision is sought, the prevailing party shall be entitled to costs and reasonable attorneys' fees.

For the avoidance of doubt, all claims you bring against SOC Exchange must be resolved in accordance with this Paragraph 18. All claims filed or brought against SOC Exchange contrary to Paragraph 18 shall be considered improperly filed. Should you file a claim contrary to this Paragraph, you agree that SOC Exchange may recover attorneys' fees and costs up to $1500, provided that SOC Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Terms of Use - EMPLOYERS

These Terms of Use set forth the conditions on which Employers may use the TheSocexchange.com Website ("the Website") and services offered by us through the Website. These Terms of Use are a contract between you and SOC Exchange, Inc. ("SOC Exchange"). By using this Website or registering as an Employer, you acknowledge that you have read, accepted, and agreed to be bound by these Terms of Use and to comply with all applicable laws and regulations.

We may amend these Terms of Use at any time without notice in our sole discretion and the changes will apply immediately. Please check this page regularly to ensure you are aware of any changes. We will notify you prior to any increase in our service charges.

Our Privacy Policy and IP statement published on the Website are incorporated by reference into these Terms of Use. From time to time, we may amend these policies or introduce new policies regarding the use of this Website. Any reference to these Terms of Use includes all such policies.

These Terms of Use apply to all Employers wishing to list any job openings on the SOC Exchange. Separate terms of use apply to Jobseekers using the Website.

These Terms of Use do not cover your legal relationships with Jobseekers or other users browsing the Website. The terms and conditions under which such dealings are carried out are matters between you and those other parties.

1. Nature of TheSocexchange.com

The SOC Exchange is an online marketplace, auction, and employment site. Details of what we offer to you are outlined on the "About the SOC Exchange" section of this Website. We act as a passive conduit for the exchange of information, and are not involved in any of the exchanges or hiring/acceptance decisions between you and Jobseekers using our Website. Consequently, we do not have any control over and do not guarantee the availability, accuracy, suitability, or quality of jobs listed or content posted by Employers, nor the ability of Jobseekers to find jobs on the Website. In particular, we cannot ensure and do not guarantee that a Jobseeker will actually accept a job offer or act lawfully in using our Website, or that a particular Jobseeker will be as represented. Also, we are unable to verify the identity, age, background, resume, or credentials of any Jobseeker.

You are solely responsible for all interactions between you and Jobseekers seeking jobs through this Website, and for independently verifying the credentials, work history, resume, and background of any Jobseeker before relying on it in any manner. There are risks in using any employment website, including but not limited to the risk of physical harm from dealing with strangers, underage persons, or persons acting under false pretenses. You assume all risks from dealing with Jobseekers or other users in which you come in contact with on this Website.

You must use any such information given to you by a Jobseeker only for the purposes of the particular job opening applied for and you must not disclose that information. You have the sole responsibility to protect all Jobseeker information in accordance with applicable privacy laws, anti spam laws, and with our Privacy Policy, which is incorporated by reference into this Agreement. The terms on which you agree to conduct business with Jobseekers via TheSocexchange.com must not be inconsistent with these Terms of Use. In the event of any inconsistency, these Terms of Use will prevail.

You must conduct your hiring and employment activities to the highest of ethical and legal standards, in accordance with all relevant state and federal laws, regulations, and ethical standards for the applicable industry (ies).

As our Website is hosted by a third party and given the nature of the internet, unfortunately we are unable to give any guarantee that the Website will be accessible to you or Jobseekers at all times. We will make every effort to minimize interruptions of service, and will notify you if we anticipate or plan any scheduled downtime for the purpose of upgrading or updating the Website.

2. Eligibility to use TheSocexchange.com

You must not register or use our Website if state or federal laws prohibit you from doing so. Also, your principal place of business must be located in the United States in order to be an Employer on this Website. All job listings must comply with the eligibility criteria set forth in Paragraph 7, and you may not hire Jobseekers less than 18 years of age (or 21, if otherwise required by the laws of the relevant jurisdiction). If we have any reason to suspect that you are not complying with state or federal law, the eligibility criteria, or the minimum age requirement, then we will be entitled to suspend or terminate your registration without notice. We also reserve the right but do not have the obligation to delete or remove listings in such circumstances. We take no responsibility and assume no liability for any listings posted in violation of Paragraph 2.

3. Use of Website

You must register in order to set up a listing on TheSocexchange.com. Set fees apply for establishing and maintaining a jobs board on this Website. We do not charge you a commission based on the salary of the job listed on the Website. Additional fees may be payable for additional benefits that we choose to provide from time to time. We will notify you prior to any increase in fees. All fees paid to TheSocexchange.com are non-refundable, so please do not pay the fee until you are ready to set up a listing on our Website.

All information provided by you to us, whether in your registration or otherwise in connection with this site must be truthful, accurate, and complete. We may suspend or cancel your registration without notice if we have any reason to believe this is not the case.

When you register, you will be required to select a password. You must not disclose your password to any third party and are responsible for keeping it confidential. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one with the URL of www.TheSocexchange.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You are solely responsible for any and all use of your account.

We use industry standard techniques, including encryption, to process and store personal information. However, to the extent permitted by law, we do not accept responsibility for the security of personal information transmitted over the Internet or the unauthorized access to or use of your personal information. Please refer to our Privacy Policy.

We use commercially reasonable efforts to maintain the Website at all times and keep it operating free from bugs, errors, or defects. In the event that any bugs, errors, or defects are identified, we will assign technicians to promptly triage and resolve the issue, and to provide a workaround. If at any time you become aware of an error, bug, or other technical problem, we ask that you promptly notify us of the incident at info@thesocexchange.com, providing the following information:

(a)    the specific sequence events causing the incident;

(b)    the exact wording of any bug or error messages, if applicable;

(c)    a full description of the incident; and

(d)    any special circumstances surrounding the discovery of the incident for which you are seeking technical support.

4. Suspension or Termination of Access

We may suspend or terminate your employment listing and account with us at any time without prior warning if you fail to comply with these Terms of Use (including the failure to pay fees when due), without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed any fraudulent or other illegal activity, we may report you to relevant law enforcement authorities. We also reserve the right to discontinue operating TheSocexchange.com Website at any time. You may close your employment account at any time, provided that you have paid all amounts owed to us. You will remain liable for obligations related to your account even if it has been closed. Paragraphs 13 through 18 of these Terms of Use will also continue to apply once your account has been closed. Under no circumstances will we be liable for any loss of profit or business opportunity that may result from the suspension or termination of your account-see Paragraph 15 below.

5. Employer's Profile

When you register as an Employer with TheSOCExchange.com Employment Website, you will be asked to set up a Employer profile, and to provide The SOC Exchange with certain information including the following: (a) name of business; (b) tagline; (c) address of business; (d) phone number; (e) state where advertisement will run.

6. Content of Your Listing

We will receive your job postings in good faith on the basis of the representations you make to us. You will be asked to supply the following information for each listing: (a) name of business; (b) address of business; (c) business phone number; (d) cell phone number; (e) preferred method of contact; (f) fax number; (g) description of open position; (h) title of open position; (i) industry and sector; (j) reference number, if any; (k) salary range; (l) nature of job (i.e. full-time or part-time; (m) location of job; (n) listing/closing date; (o) employer, if different than business name; (p) introduction to employer; (q) job responsibilities; and (r) any special requirements for job.

As with any form of advertising, the content of your job posting must comply with all relevant laws, statutes, and regulations, issued by any local, state or federal body or agency, including but not limited to Title VII, as amended; the Age Discrimination in Employment Act, the Americans With Disabilities Act, or any other local, state, or federal statute, law, or regulation that protects applicants or employees from discrimination in employment and/or hiring decisions. These laws vary depending on the nature and location of your business.

In addition, all content must not be misleading or deceptive, likely to mislead or deceive users of the Website, illegal or encourage illegal activity, infringe or encourage the infringement of the intellectual property rights of any person, defame any person, harass any person, incite violence or encourage criminal behavior, constitute hate speech, engage or promote racism, bigotry, discrimination, or harm of another person, invade another person's privacy, or contain adult or offensive content by any relevant standard of decency. Please seek professional advice if you are unsure of your legal obligations or whether your content complies with applicable laws. You are solely responsible for ensuring are in compliance with all such laws. Although you are solely responsible for content provided by you, we reserve the right to remove your content if we (in our sole and absolute discretion) consider that it conflicts with relevant laws, is inappropriate or otherwise fails to comply with these Terms of Use. We also reserve the right to suspend or terminate your account for posting inappropriate content (in our sole and absolute discretion).

Your job posting must only contain text, graphics, photos, or pictures relevant to the advertised job or otherwise relevant to your business. Under no circumstances must offensive or sexually explicit content be included or linked to your job posting. All content must clearly identify your name, including your business name (if applicable), contact details and any other information required by law. All telephone and facsimile numbers and email addresses must be fully functional and regularly monitored.

7. Jobs Eligible to be Listed

You may post on The SOC Exchange any job opening, provided that such employment opportunity: (a) is not related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code programs, proxies, lists and relay servers; (b) does not constitute a pyramid or Ponzi scheme, or another arrangement that requires an up-front payment or requires recruitment of other members or agents; and (c) does not solicit or encourage illegal or criminal activity or any activity, which is considered adult, sexually explicit, or offensive by any relevant standards of decency. We reserve the right (but do not have the obligation) to delete or remove any inappropriate listings placed on our Website, and to suspend or terminate such Employers from our Website. We do not regularly review posted listings or police the Website for the appropriateness of listings. If you become aware of an inappropriate listing, please notify us at our email address which is info@thesocexchange.com.

8. Specific Prohibited Uses of the Employment Website

We reserve the right (but do not have the obligation) to delete or remove any inappropriate listings placed on our Website, and to subsequently suspend your access or terminate you from our Website as set forth in Paragraph 4 above. We do not regularly review job posting listings or police the Website to ensure the appropriateness of listings.

The employment features of The SOC Exchange Website may be used only for lawful purposes, and may only be used by Employers seeking to fill jobs.

The SOC Exchange specifically prohibits any other use of the Website, including but not limited to the following:(a) using the Website for any purposes other than as a Jobseeker seeking to obtain a position or an Employer seeking to fill a position; (b) posting or submitting to the Website any incomplete, false, misleading, inaccurate, or unlawful information, including biographical information and credentials; (c) posting or submitting to the Website any information in which you impersonate or claim to be in any manner another person (living or deceased), an animal, a place, or a fictional character, or in which you misrepresent your affiliation with another person or entity; (d) posting fake jobs, or jobs in which you have no intention to hire or fill the position; (e) responding to a job posting for any reason other than to apply for that position; (f) posting or submitting to the Website files which you do not own in full the rights to or have no authorization to post, including but not limited to materials that are plagiarized and materials that are the trade secrets of a prior employer; (g) disclosing or sharing your password with any third party or allowing such third party access to a password-protected portion of the Website; (h) sending unsolicited mail or e-mail, making unsolicited phone calls or sending unsolicited faxes regarding promotions and/or advertising of products or services to another Employer or Jobseeker; (i) taking any action that disrupts or imposes an unreasonable burden on the Website's infrastructure, servers, or network; (j) using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, and Safari); (k) posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website or of any computer software, hardware, or telecommunications equipment; (l) deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; (m) aggregating, copying, mining, or duplicating in any manner any of the software making up a part of the Website or any of the content or information available on the Website; (n) stalking, harassing, or threatening any other Jobseeker, Employer, or user of the Website; or (o) collecting or storing personal information about a Jobseeker or user of the Website.

We reserve the right (but do not have the obligation) to suspend or terminate Employers, Jobseekers, or users who inappropriately use the Website. If you become aware of an inappropriate use, please notify us at our email address, which is info@thesocexchange.com.

9. Employers' Terms and Conditions

As TheSocexchange.com is not involved in your interactions with Jobseekers, and is merely a passive conduit for online advertising of your job opening, we have no involvement in, or control over, the terms on which you may choose to hire Jobseekers. You are solely responsible for setting your own terms and conditions, and making your own offers. You should run any background or credit checks, or check references, to the extent that you feel it is appropriate or necessary before hiring a Jobseeker. We do not have any control over and do not guarantee the truth, completeness, or accuracy of any resume or other materials submitted by Jobseekers, nor do we have any control over the Jobseeker's willingness or availability to accept any offer. In particular, we cannot ensure and do not guarantee that a Jobseeker will actually complete a transaction or act lawfully in using our Website.

If you obtain and store the personal information of Jobseekers, you must only use that information for the purpose for which it was disclosed and must not use it for marketing purposes unless the individual has given his or her specific written consent for you to do so. In particular, you may not use personal information of registered users for sending unsolicited commercial messages. Personal information of Jobseekers obtained through their use of TheSocexchange.com may only be retained and used as provided by applicable law. In particular, you must comply with all applicable privacy and anti-spam laws, as well as our Privacy Policy.

You are responsible for addressing and resolving any and all disputes with Jobseekers who have applied for jobs with you through the TheSocexchange.com Website. The SOC Exchange has no obligation to become involved with any such dispute. If you believe that a Jobseeker has acted illegally or violated the Terms of Use, please notify us at your earliest convenience.

10. Viewing Posted Resumes

As a registered Employer, you will be able to view Jobseekers' posted resumes online. Jobseekers have the option to post their resumes with personal information included or, in the alternative, to post resumes anonymously without providing such personal information as the name of their current employer. Notwithstanding the foregoing, if a Jobseeker elects to promote his or her resume as one of the fifteen daily "Featured Listings" on the Website, such resume will be visible to all users of the Website, regardless of whether or not such users are registered as Employers.

11. External Websites

If you have an external website, you may create a link on your listing that connects to your external website, provided that the content of the external website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You must not create any link or frame to any other page within the TheSocexchange.com Website other than TheSocexchange.com listing. The content of the external website may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our Website. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted by any third party on an external website.

You agree that your SOC Exchange listing will not contain any links to other external websites, except as expressly permitted herein. This requirement is necessary to protect the reputation and integrity of TheSocexchange.com.

12. Referral Fee Promotions

We may offer promotions from time to time, in which we offer to pay during a promotional period a SOC Exchange referral fee (the "SOC Fee") to any Member who makes a referral to the SOC Exchange, which results in a third party's purchase of a new, one-year SOC Exchange membership ("Subscription"). For the purposes of this Section 12, "Member" shall constitute any paid subscriber to the SOC Exchange Website.

In any such promotion, a SOC Fee will only be paid if, at the time of the purchase of the Subscription, the new subscriber correctly enters the corresponding Referral ID of the referring Member. In the event that no Referral ID is provided prior to the initial purchase of the Subscription, then no SOC Fee shall be paid on the referral.

Any Member wishing to participate in such a promotion will be required to obtain a Paypal account prior to participating. Upon earning any SOC Fee payments, such Member may request payment to his or her Paypal account at any time via the SOC Exchange administrative system. All SOC Fee payment requests received during a particular business week on or before Saturday at midnight EST ("the Weekly Request Due Date") will be processed within ten (10) days following such Weekly Request Due Date. Members shall be solely responsible for the payment of any Pay Pal charges incurred in conjunction with any such promotion, and shall also be solely responsible for any taxes incurred and payable upon the receipt of a SOC Fee.

Please note that the SOC Exchange shall not be liable, in the event (a) that a human or technical error occurs on the part of SOC Exchange or Pay Pal, which results in an unpaid or incorrectly paid SOC Fee payment to a Member; or (b) that a Referral ID is either not entered prior to the initial Subscription purchase or not received by the SOC Exchange, resulting in a Member not receiving credit for a SOC Fee payment

In the event of any nonpayment or underpayment of SOC Fees due to a human or technical error by either the SOC Exchange or Pay Pal, the sole remedy shall be to fix the error and correctly make the SOC Fee payment. Similarly, in the event of an overpayment of SOC Fees due to a human or technical error by the SOC Exchange or Pay Pal, the SOC Exchange shall have the right to fix the error and credit back to its account any overpaid SOC Fees. In contrast, SOC Exchange shall have no responsibility in the event that SOC Exchange does not receive a Referral ID in conjunction with an initial Subscription purchase by a new Member.

Each Member agrees to indemnify, defend, and hold harmless the SOC Exchange for all claims resulting from the non-receipt of any Referral ID.

13. Intellectual Property

All trademarks, inventions, and copyrightable material, including but not limited to text, images, audio, and video files (collectively "Content"), code, design features, database(s), and compilations (such as collections, arrangements, and assemblies) on the TheSocexchange.com Website are owned or licensed by us unless otherwise indicated. You must not use our trademarks or otherwise represent that we in any way endorse or are associated with your hiring or interviewing activities or business generally except to the extent (i) they are connected to your listing, (ii) the use is expressly provided for in these Terms of Use, or (iii) we have given our prior written consent to the use.

We may make Content available to you to use in your SOC Exchange listing on our Website. Except as otherwise expressly stated herein, you do not have any exclusive right to such content and must not use it elsewhere (including on an external website of your business that is linked to TheSocexchange.com).

All right, title, and interest to original content posted to a listing by you shall remain owned by you. You agree to grant us a non-exclusive, royalty-free, irrevocable, worldwide license to use and display the copyright and other intellectual property rights in the content of your listing in connection with the SOC Exchange. We will only use such rights as is necessary for the operation of TheSocexchange.com and associated activities. You agree not to post any content to a listing that is owned in whole or in part by any third party; provided that, however, you may post content owned by third parties if the right to use such content on this Website is expressly granted pursuant to a license agreement with the copyright owner of such content. It is your responsibility to ensure that you have entered into such a valid license agreement prior to posting such third party content to your listing. Please consult with an intellectual property attorney if you have questions or concerns about how to properly license third party content.

You must not use any means of automatically searching or mining data from the Website or in any way interfere or attempt to interfere with the proper working of our Website or transactions with businesses advertising through our Website. You agree not to take on any action that imposes an unreasonable burden on our infrastructure or otherwise tamper or interfere with TheSocExchange.com, our system, or data, or that of any third party via our Website.

14. Intellectual Property Infringement Complaints

We respect the intellectual property rights of others. If you believe that your intellectual property has been copied in a way that constitutes intellectual property infringement, please provide us with the following:

(a)    the name of the owner and a signature of the person authorized to act on behalf of the intellectual property interest that is alleged to be infringed;

(b)    a description of the work, product, or other intellectual property that you claim has been infringed;

(c)    a description of where the material is located on the Website;

(d)    your address, telephone number, and email address;

(e)    a statement by you affirming your good-faith belief that the disputed use is not authorized by the intellectual property owner or its agent; and

(f)    a statement by you made under penalty of perjury that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.

All intellectual property infringement complaints should be directed to us at our email address, which is info@thesocexchange.com.

15. Disclaimer and Limitation of Liability

We make no guarantee or representation, either express or implied, as to the accuracy, correctness, timeliness, reliability, availability, or completeness of any resume or other Jobseeker information on this Website, including but not limited to the identity of the person seeking any job and any information regarding such person's credentials, background, credit, and references. The information is provided "as is" and on an "as available" basis, and we do not represent that it is complete, current or free from errors or omissions. You assume the risk of using this Website, interacting with Jobseekers and other users of this Website, and hiring from the Jobseekers using this Website. We cannot be responsible for any employment decisions made by you or any Jobseeker regarding any job posting on this Website, nor for any statements made during the interview process on your behalf or by any Jobseeker, nor can we guarantee any specific results from the use of the Website. We do not control or monitor the content posted to the Website or linked to the Website through third party websites, and we do not guarantee the accuracy, integrity, quality, timeliness, or appropriateness of such content. The use of any third party websites linked to our Website is at your own risk. Access to our Website or any third party websites may be interrupted by a variety of factors, including those outside our control. We cannot warrant or represent that access to this Website or any third party websites will be continuous, uninterrupted, virus-free, or secure, nor can we ensure that the website will be bug-free, error-free, or free of technical problems. We will, however, use reasonable care to maintain uninterrupted, bug-free and error-free service on the Website. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AGENTS, OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. OUR LIABILITY UNDER THESE TERMS OF USE SHALL BE LIMITED TO TWO HUNDRED DOLLARS ($200). WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WE SHALL NOT BE LIABLE FOR LOST PROFITS, LOST OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN THE WEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR FREE, OR UNINTERRUPTED.

16. Waiver and Release of Claims; Indemnification

To the extent permitted by law, you expressly agree to waive and release us and our officers, directors, employees, independent contractors, representatives, and agents from any and all claims, damages, losses, costs, or expenses, including but not limited to reasonable attorneys fees, in any way connected with a past or current Jobseeker or other third party and/or arising out of the use of TheSocexchange.com Website. You further agree to indemnify, defend, and hold us and our officers, directors, employees, independent contractors, representatives, and agents harmless against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with (i) a breach of these Terms of Use; (ii) a breach of any terms or conditions entered into by you with any third party through TheSocexchange.com Website; (iii) any infringement or contributory infringement of intellectual property rights on TheSocexchange.com Website; or (iv) a dispute between you and any past or current Jobseeker or other third party arising out of the use of TheSocexchange.com Website. You are a California resident, you agree to waive California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

17. General

Either party may assign this agreement without prior notice in the event of a merger, acquisition or sale of all or part of our respective businesses. You may not otherwise assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent.

Our relationship of the parties is one of independent contractors and nothing in these Terms of Use will imply a relationship of partnership, joint venture or principal and agent.

If any provision in these Terms of Use is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If no feasible interpretation would save such provision, it is to be severed from the remainder of these Terms of Use which are to remain in full force and effect. No waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.

We will send any legal notices or communications regarding your account to your designated email address. Please ensure that a valid email address is designated to your account at all times. Your primary point of contact with TheSocexchange.com should be via the "Contact Us" tab on the Website menu. Any formal notices or communications should be sent to our postal address provided at the beginning of these Terms of Use. Notices sent by email or facsimile will be deemed to have been received by you 24 hours after it was sent, regardless of whether you have actually read the notice or not. Notices sent by mail should be sent by registered mail with pre-paid postage return receipt requested or by a recognized international courier, and will be deemed to have been received five (5) days following the date on which they were sent.

18. External Websites; YouTube Videos

If you have an external website, you may create a link on your listing that connects to your external website, provided that the content of the external website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." You must not create any link or frame to any other page within the TheSocexchange.com Website other than TheSocexchange.com listing. The content of the external website may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our Website. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted by any third party on an external website.

You may also create or post a link on your listing to a YouTube video, which you have uploaded to the YouTube website, provided that the content of the video on the YouTube website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable, and does not consist of or contain software viruses, political campaigning, or any form of spam. You must not create any link to any other page within the Socexchange.com Website other than TheSocexchange.com listing. The content of the YouTube video may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content on YouTube videos linked to our Website. We have the right to monitor and remove any links to YouTube videos at any time without notice. We take no responsibility and assume no liability for any content posted by you or any third party on YouTube. If you post a video to YouTube in order to link the video to this Website, then you will be solely responsible for reading and complying with YouTube’s Terms of Service at http://www.youtube.com/t/terms, Community Guidelines at http://www.youtube.com/t/community_guidelines, Privacy Policy at http://www.youtube.com/t/privacy, and Copyright Notices at http://www.youtube.com/t/dmca_policy. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted to an external website such as YouTube.

You agree that your SOC Exchange listing will not contain any links to other external websites, except as expressly permitted herein. This requirement is necessary to protect the reputation and integrity of TheSocexchange.com.

19. Dispute Resolution

These Terms of Use are governed by the laws of State of California, USA, without regard to conflicts of law principles All disputes arising under these Terms of Use shall be submitted to binding arbitration in San Jose, California, USA under the Commercial Rules of Arbitration for the American Arbitration Association by one arbitrator mutually agreed upon by the parties in accordance with the aforementioned Rules. The costs of the arbitration, including administrative and arbitrators' fees, shall be shared equally by the Parties. Each party shall bear its own costs and attorneys' and witnesses' fees. The arbitration award shall be final and each party shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review of the arbitrator's decision is sought, the prevailing party shall be entitled to costs and reasonable attorneys' fees.

All claims you bring against SOC Exchange must be resolved in accordance with this Paragraph 18. All claims filed or brought against SOC Exchange contrary to Paragraph 18 shall be considered improperly filed. Should you file a claim contrary to this Paragraph, you agree that SOC Exchange may recover attorneys' fees and costs up to $1500, provided that SOC Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Terms of Use-WISHLIST USERS

These Terms of Use set forth the conditions on which you use TheSocexchange.com Website ("the Website") and services offered by us through the Website. These Terms of Use are a contract between you and The SOC Exchange, Inc. ("SOC Exchange"). By using this Website, you acknowledge that you have read, accepted, and agreed to be bound by these Terms of Use and to comply with all applicable laws and regulations.

We may amend these Terms of Use at any time without notice in our sole discretion and the changes will apply immediately. Please check this page regularly to ensure you are aware of any changes. Our Privacy Policy and IP statement published on the Website form part of these Terms of Use. From time to time, we may amend these policies or introduce new policies regarding the use of this Website. A reference to these Terms of Use includes all such policies.

These Terms of Use apply to all Wishlist Users. Separate Terms of Use apply to Buyers, Sellers, Jobseekers, and Employers on the Website.

1. Use of Website

All information provided by you in your registration for a Wishlist must be truthful and complete. We may suspend or cancel your registration without notice if we have any reason to believe this is not the case. If you register as a user, you will be required to select a password. You should only disclose this password to third parties that you invite to see your Wishlist. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than one with the URL of www.TheSocexchange.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You are solely responsible for any and all use of your account.

The Wishlist functionality enables you to send invitations to third parties for specific upcoming events. This functionality is included for your convenience. However, to the extent permitted by law, we do not accept responsibility for the proper operation of the Wishlist functionality . The functionality is provide on an “as is basis” and we cannot represent that it is complete, current, or free from errors or omissions, and we cannot guarantee the accuracy, integrity, quality, timeliness, or appropriateness of such functionality.

We use industry standard techniques, including encryption to process and store personal information. However, to the extent permitted by law, we do not accept responsibility for the security of personal information transmitted over the Internet or the unauthorized access to or use of your personal information. Please refer to our Privacy Policy.

We use commercially reasonable efforts to maintain the Website and Wishlist functionality at all times and keep it operating free from bugs, errors, technical problems, or defects. In the event that any bugs, errors, technical problems, or defects are identified, we will assign technicians to promptly triage and resolve the issue, and to provide a workaround. If at any time you become aware of an error, bug, or other technical problem, we ask that you promptly notify us of the incident at info@thesocexhange.com, providing the following information:

(a)    the specific sequence events causing the incident;

(b)    the exact wording of any bug or error messages, if applicable;

(c)    a full description of the incident; and

(d)    any special circumstances surrounding the discovery of the incident for which you are seeking technical support.

2. Suspension or cancellation of registration

We may suspend or cancel your registration with us at any time without prior warning if you fail to comply with these Terms of Use, without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed any fraudulent or other illegal activity, we may report you to relevant law enforcement authorities. We also reserve the right to discontinue operating TheSocexhange.com Website at any time.

3. Prohibited Uses

The Wishlist features of The SOC Exchange Website may be used only for lawful purposes.

The SOC Exchange specifically prohibits any other use of the Website or Wishlist features, including but not limited to the following: (a) posting or submitting to the Website any information in which you impersonate or claim to be in any manner another person (living or deceased), an animal, a place, or a fictional character, or in which you misrepresent your affiliation with another person or entity; (b) posting or submitting to the Website files which you do not own in full or have not obtained proper licensing rights to, (c) disclosing or sharing your password with any third party or allowing such third party access to a password-protected portion of the Website other than your password-protected Wishlist; (d) taking any action that disrupts, tampers with, interferes, or imposes an unreasonable burden on the Website's infrastructure, servers, data, or network, or those of any third party via our Website; (e) using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, and Safari); (f) posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website or of any computer software, hardware, or telecommunications equipment; (g) deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; (h) aggregating, copying, or duplicating in any manner any of the software making up a part of the Website or any of the content or information available on the Website; (i) using any means of automatically searching or mining data from the Website or in any way attempting to interfere with the proper working of our Website or transactions with businesses advertising through our Website; (j) stalking, harassing, or threatening any other user of this Website or other third party; or (k) collecting or storing personal information about any other Buyer, Seller, or user of the Website.

We reserve the right (but do not have the obligation) to suspend or terminate users who do not appropriately use the site. If you become aware of an inappropriate use, please notify us at our email address, which is info@thesocexchange.com.

4. Posted Content

You may post music, video, photos, and other content on your Wishlist. We reserve the right (but do not have the obligation) to delete or remove such content. It is not our regular practice to review content posted to a Wishlist.

You represent and warrant that you own or otherwise have validly licensed all of the rights to the content that you post, and that the use of the content you supply does not violate these Terms of Use hereunder. You agree to indemnify, defend, and hold harmless SOC Exchange and our sublicensees for all legal claims resulting from any content you supply to your Wishlist, including but not limited to claims alleging that the content is illegal, pornographic, obscene, threatening, harassing, defamatory, invasive of privacy, or infringing on third party intellectual property rights. We have the right to monitor and remove any activity or content at any time without notice. We take no responsibility and assume no liability for any content posted by you to your Wishlist. You are fully responsible for any and all liability arising from the content that you have posted.

5. Intellectual Property Infringement Complaints

We respect the intellectual property rights of others. If you believe that your intellectual property has been copied in a way that constitutes intellectual property infringement, please provide us with the following:

(a)    the name of the owner and a signature of the person authorized to act on behalf of the intellectual property interest that is alleged to be infringed;

(b)    a description of the work, product, or other intellectual property that you claim has been infringed;

(c)    a description of where the material is located on the Website;

(d)    your address, telephone number, and email address;

(e)    a statement by you affirming your good-faith belief that the disputed use is not authorized by the intellectual property owner or its agent; and

(f)    a statement by you made under penalty of perjury that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.

All intellectual property infringement complaints should be directed to us at info@thesocexchange.com.

6. Intellectual Property

All trademarks, inventions, and copyrightable material, including but not limited to content (such as text, images, audio and video files), code, design features, databases, and compilations (i.e. the collection, arrangement, and assembly of materials) are owned or licensed by us unless otherwise indicated. Except to the extent that the content or other copyrightable material is owned by you, you may not reproduce, display, publicly perform, copy, distribute, or otherwise use for any commercial purpose any portion of the Website without the express written permission of us or our licensors as appropriate. The use of any copyrightable material on any other website or in a networked computer environment for any purpose is prohibited. Any code that we create to generate or display any content on the pages of this Website is also protected by our copyright and you may not copy or adapt such code.

Please see our IP Statement for additional information about our intellectual property on this Website.

7. Third party websites

This Website may contain links to other third party websites, which are not maintained or controlled by us. We do not endorse, accept any responsibility for the content or use or functionality of any third party websites, or make any representations about the information, products, services, or materials found on such third party websites. We reserve the right but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our website. We take no responsibility and assume no liability for any content posted by any third party on an external website, and take no responsibility and assume no liability for the functionality or operations of any third party websites.

This Website uniquely allows you to invite third parties to view your Wishlist, and it permits such third parties to deposit payments into your Wishlist account utilizing the services of third party payment processors on the Internet. While we built this functionality into our Website for your convenience, we can take no responsibility and assume no liability for the accuracy, promptness, and reliability of such third party payment processors. If you discover a payment delivery problem, then such problem should be promptly reported directly to the third party payment processor through which you made the payment. Any such problems will be governed by such third party payment processor’s terms and conditions.

8. Disclaimer and Limitation of Liability

We make no guarantee or representation, either express or implied, as to the accuracy, integrity, correctness, value, quality, reliability, timeliness, appropriateness, or completeness of our Website and the Wishlist functionality generally. The features and functionality on this Website are provided on an "as is" and "as available" basis and we do not represent that it they are complete, current, or free from errors or omissions. We do not control the content posted to the Website or linked to the Website through third party websites, including the content of any messages, reviews, websites linked to our Website, nor do we guarantee the accuracy, integrity, quality, timeliness, or appropriateness of such content, or that any product, vehicle, or real estate sold on this Website is free of defects. Similarly, we do not control third party payment processors linked to this Website, nor can we guarantee the accuracy, promptness, integrity, quality, timeliness or appropriateness of their services. The use of this Website, the Wishlist functionality, and any third party websites linked to our Website, including third party payment processors, is at your own risk. You should verify all information provided. Access to the functionality or features on our Website or any third party websites, including payment processors, may be interrupted by a variety of factors, including those outside our control. We cannot warrant or represent that access to this Website or any third party websites will be continuous, uninterrupted, virus-free, or secure, nor can we ensure that the Website or any third party websites will be bug-free, error-free, or free of technical problems. We will however, use reasonable care to maintain uninterrupted, bug-free, error-free service on this Website and on the Wishlist generally. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. NO ORAL OR WRITTEN INFORMATION, PHOTOGRAPHS, ADVERTISEMENTS, OR ADVICE GIVEN BY US, OUR AGENTS, OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. OUR LIABILITY UNDER THESE TERMS OF USE SHALL BE LIMITED TO TWO HUNDRED DOLLARS ($200). WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WE SHALL NOT BE LIABLE FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN THE WEBSITE, THE WISHLIST FUNCTIONALITY, OR ANY THIRD PARTY WEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR FREE, OR UNINTERRUPTED.

9. Waiver and Release of Claims; Indemnification

To the extent permitted by law, you expressly agree to waive and release us and our officers, directors, employees, independent contractors, representatives, and agents from any and all claims, damages, losses, costs, or expenses, including but not limited to reasonable attorneys fees, in any way connected with a dispute you may have with a third party using TheSocexchange.com. You further agree to indemnify, defend, and hold us, our officers, directors, employees, independent contractors, representatives, and agents harmless against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with (i) a breach of these Terms of Use; (ii) a breach of any terms or conditions entered into by you with any third party through TheSocexchange.com Website; (iii) any infringement, contributory infringement, or claim that we have induced the infringement of the intellectual property rights of any third party on the Website; (iv) any dispute between you and any third party arising out of the use of TheSocexchange.com Website, including but not limited to any disputes alleging fraud or negligent misrepresentation; (v) any claim based on the posting of content to a TheSocexchange.com Wishlist as set forth in Section 4 above. If you are a California resident, you agree to waive California Civil Code Section 1542, which says "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

10. General

You may close your account at any time. We may suspend or terminate your account at any time without notice at our sole discretion if you breach these Terms of Use or if these terms otherwise permit. We also reserve the right to discontinue operating TheSocexchange.com Website at any time at our sole discretion. You will remain liable for obligations incurred to your account even if it has been closed. Paragraphs 3 through 6 and 8 through 11 of these Terms of Use will also continue to apply once your account has been closed. You may not assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent. You agree that we may assign this agreement without prior notice in the event of a merger, acquisition or sale of all or part of our business. No waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.

Our relationship of the parties is one of independent contractors and nothing in these Terms of Use will imply a relationship of partnership, joint venture or principal and agent.

If any provision in these Terms of Use is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If no feasible interpretation would save such provision, it is to be severed from the remainder of these Terms of Use which are to remain in full force and effect.

We will send any legal notices or communications regarding your account to your designated email address. Please ensure that a valid email address is designated to your account at all times. Your primary point of contact with TheSocexchange.com should be via the "Contact Us" tab on the Website menu. Any formal notices or communications should be sent to our postal address provided at the beginning of these Terms of Use. Notices sent by email or confirmed facsimile will be deemed to have been received 24 hours after being sent, regardless of whether you have actually read the notice or not. Notices sent by mail should be sent by pre-paid registered mail return receipt requested or by a recognized international courier, and will be deemed to have been received five (5) days following the date in which they were sent.

11. Dispute Resolution

These Terms of Use are governed by the laws of the State of California, USA without regard to conflicts of law principles All disputes arising under these Terms of Use shall be submitted to binding arbitration in San Jose, California, USA under the Commercial Rules of the American Arbitration Association by one arbitrator mutually agreed upon by the parties in accordance with the aforementioned Rules. Costs of the arbitration, including administrative and arbitrators' fees, shall be shared equally by the Parties. Each party shall bear its own costs and attorneys' and witnesses' fees. The arbitration award shall be final and each party shall comply in good faith to the entry of the arbitrator's award in any court having jurisdiction. If judicial enforcement or review of the arbitrator's decision is sought, the prevailing party shall be entitled to costs and reasonable attorneys' fees.

For the avoidance of doubt, all claims you bring against SOC Exchange must be resolved in accordance with this Paragraph 11. All claims filed or brought against SOC Exchange contrary to Paragraph 11 shall be considered improperly filed. Should you file a claim contrary to this Paragraph, you agree that SOC Exchange may recover attorneys' fees and costs up to $1500, provided that SOC Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.