SOCi Genius Agents Trial Agreement
This Trial Agreement (“Agreement”), effective as of the date Customer accepts the terms and conditions herein and commences use of the Trial Product (“Effective Date”) is made by and between SOCi, Inc., a Delaware corporation located at 350 Tenth Ave., Suite 101, San Diego, CA 92101 (“Company”), and the party using the Trial Product (the “Customer”). This Agreement includes and incorporates the attached Terms and Conditions, and contains, among other things, warranty disclaimers, liability limitations and use limitations.
Terms and Conditions
1. Use of Trial Product.
1.1 Access Rights. Subject to the terms and conditions of this Agreement, Company grants to Customer a limited right to access and use of the Genius Agents trial product (the “Trial Product”) from the Effective Date until the expiration of 3 months, unless sooner terminated by either party pursuant to Section 5 herein (“Trial Period”). Customer shall use the Trial Product and any documentation, data or other information related thereto that is received from Company or its representatives solely for Customer’s testing and evaluation of the Trial Product and for no other purpose. For clarity, this Agreement does not govern other products or services which are or may be provided to Customer as a paid offering (each, a “Paid Offering”).
1.2 Restrictions. Customer shall not: (a) use the Trial Product, any documentation or other information provided by Company hereunder, to create any similar software or technology; (b) sublicense, rent, distribute, or otherwise transfer the Trial Product, or any portion thereof, or use it for the benefit of a third party; (c) reverse assemble, reverse compile or reverse engineer the Trial Product, or any portion thereof, or otherwise attempt to discover any Trial Product source code, or underlying algorithms or weights; (d) use the Trial Product or any outputs from the Trial Product to build an application or product that is competitive with the Trial Product; or (e) copy, adapt, merge, create derivative works of the Trial Product.
1.3 Customer Obligations. Customer is responsible for ensuring that it and its users use of the Trial Product complies with Company’s acceptable use policy available at https://www.soci.ai/aup/. Customer is solely responsible for configuring its use of the Trial Product, including by determining which action(s) the Trial Product is authorized to take without human user intervention or authorization (the “Authorized Actions”). By configuring Authorized Actions, Customer acknowledges and agrees that the Trial Product is permitted to take the Authorized Actions, including on Networks (as defined below), without any additional permission or human intervention.
2. Confidentiality.
“Confidential Information” means any information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this Agreement that is identified as confidential at the time of disclosure or should, in good faith, be considered to be confidential. For clarity, the Trial Product (including without limitation all related roadmap and technical information) shall be deemed Confidential Information of Company. All inputs to the Trial Product provided by Customer, including any training datasets provided by Customer (collectively, “Customer Content”) constitute Customer’s Confidential Information. Notwithstanding the foregoing, Customer acknowledges and agrees that the Trial Product may be used with third-party social media, review, search, listings, or other site or business networks (each, a “Network”). If Customer elects to use the Trial Product in connection with any such Network, then Customer Content may be viewable by users of such Network and shall therefore not be Confidential Information. Customer acknowledges that the Networks are not controlled by Company and any interaction between Customer or its users and the Networks is subject to additional terms and conditions as set by such Networks, which include but are not limited to: Google (https://policies.google.com/terms?hl=en-US) and Yelp (https://www.yelp.com/guidelines). Company acts as a processor with respect to personal data included in the Customer Content, and processes such personal data in accordance with its Global Data Processing Addendum located at https://www.soci.ai/dpa/. Company may use the Customer Content in order to provide and improve the Trial Product provided to Customer hereunder but shall not use the Customer Content to improve products or services for the benefit of Company’s other customers. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and will not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party’s written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party’s Confidential Information, but in no event less than reasonable care.
3. Proprietary Rights.
3.1 Ownership. As between the parties, Company owns and retains all rights, title, and interest, including all related intellectual property rights, in the Trial Product, all improvements thereto or customizations thereof, and any technology, templates, materials or software used to provide the Trial Product. This Agreement does not transfer ownership rights of any kind in the Trial Product to the Customer or any third party.
3.2 Feedback. Customer agrees that Company is free to collect, use and disclose aggregate measures of usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Trial Product hereunder (but excluding Customer Content). In addition, Customer may provide Company with comments, suggestions, ideas, enhancement requests, feedback, reports, recommendations or other information or feedback concerning the Trial Product (“Feedback”), and Customer hereby grants to Company a perpetual, irrevocable, non-exclusive, sublicensable, transferrable license to use such Feedback for any purpose, including all related intellectual property rights.
4. Fees.
The Trial Product is being made available to Customer during the Trial Period at no charge. Any use of the Trial Product by Customer following the Trial Period may entail certain fees, as mutually agreed by Company and Customer.
5. Term and Termination.
Unless earlier terminated as provided below, this Agreement shall continue until the expiration of the Trial Period, unless extended upon mutual written agreement by the parties. This Agreement may be terminated by Company immediately for any reason upon written notice. Additionally, either party may terminate this Agreement upon thirty (30) days’ written notice to the other party in connection with a breach or threatened breach by such other party of any provision of this Agreement. Upon termination or expiration of this Agreement, Customer’s right to access and use the Trial Product will automatically terminate. Sections 1.2, 2, 3, and 6 through 8, as well as this sentence, shall survive any termination or expiration of this Agreement for any reason.
6. WARRANTY DISCLAIMER.
THE PARTIES ACKNOWLEDGE THAT THE TRIAL PRODUCT IS PROVIDED “AS IS” AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. CUSTOMER, NOT COMPANY, SHALL HAVE SOLE RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND INTELLECTUAL PROPERTY OWNERSHIP OR RIGHT TO USE OF ALL CUSTOMER CONTENT PROVIDED BY CUSTOMER. ACTIONS TAKEN BY THE TRIAL PRODUCT (INCLUDING AUTHORIZED ACTIONS) MAY BE ERRONEOUS, INCONSISTENT WITH CUSTOMER’S POLICIES OR PROCEDURES OR CAUSE DAMAGE TO CUSTOMER’S REPUTATION. COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY ACTIONS, POSTS, OR OUTPUT GENERATED BY THE TRIAL PRODUCT. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT ANY OUTPUT GENERATED BY THE TRIAL PRODUCT MAY NOT BE UNIQUE ACROSS USERS AND THE TRIAL PRODUCT MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS.
7. Limitation of Remedies and Damages.
COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS TO CUSTOMER OR ANY THIRD PARTIES, OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF $500.00, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Miscellaneous.
This Agreement shall be governed by and construed in accordance with, the laws of the State of California without regard to conflicts of law provisions thereof. The parties agree that any and all disputes arising out of or relating in any way to this Agreement shall be settled by arbitration under the JAMS International Arbitration Rules, conducted by one arbitrator in San Diego, California, unless otherwise agreed. The arbitration will be conducted in English, and the arbitration award may be enforced in any court with jurisdiction. No changes, or modifications of any of the terms or conditions hereof shall be valid or binding on either party unless made in writing and signed by an authorized representative of each party making specific reference to this Agreement and the clause to be modified. All notices hereunder shall be in writing and sent to Company at the address specified above by (a) personal delivery, (b) certified or registered mail, return receipt requested, (c) overnight courier, or (d) confirmed electronic email to Customer; notices shall be deemed given upon receipt. This Agreement, including any referenced attachments, links and/or incorporated documents, shall constitute the entire understanding between the parties regarding the subject matter described herein and supersedes any previous communications, representations or agreements whether oral or written regarding such subject matter. Notwithstanding the foregoing, this Agreement shall not apply to any Paid Offerings, which such Paid Offerings will continue to be subject to the applicable terms of service or other binding agreement pursuant to which such Paid Offerings were purchased by Customer. Customer may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Company, and any such attempted assignment without obtaining Company’s consent shall be void.
Updated July 14, 2025