Terms of Service

Price

Soofte reserves the right to determine pricing for the Service and any fees it may charge on transactions conducted on the Service. Soofte will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information. Soofte may change the fees for any feature of the Service, including additional fees or charges, if Soofte gives you advance notice of changes before they apply. Soofte, at its sole discretion, may make promotional offers with different features and different pricing to any of Soofte customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Authorization

You authorize Soofte to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Soofte, including all applicable taxes, to the payment method specified by you. If you pay any fees with a credit card, then Soofte may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you are permitted to save a payment method (such as a credit card) or any Linked Account with a payment feature as part of your account with us, you authorize us to save and maintain such payment method or Linked Account and use it for the payment of various fees and amounts related to your purchase of Subscriptions and Server Benefits or use of the Services.

Sales Tax and Withholding Taxes

Limited License

Subject to your complete and ongoing compliance with these Terms, Soofte grants you, exclusively for your personal use, a time limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service. The foregoing license does not include a license to any Subscriptions and Server Benefits, which will be granted by the applicable Server Owner, if at all.

License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Soofte an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other Subscriptions and Server Benefits and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

Third-Party Services and Linked Websites

Soofte may provide tools through the Service that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as "like" or "share" buttons). By using one of these tools, you hereby authorize that Soofte to transfer that information to the applicable third-party service. Third-party services are not under Soofte control, and, to the fullest extent permitted by law, Soofte is not responsible for any third-party service use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Soofte control, and Soofte is not responsible for their content. Further, Soofte will not provide exports of third-party data (i.e. Stripe Express accounts) because the option to link to owned data that is readily accessible is already available. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third party services. Once sharing occurs, Soofte will have no control over the information that has been shared.

Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third-Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third party licenses.

User Content Generally

Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit ("Post") content to the Service, including Subscriptions and Server Benefits images, descriptions, reviews, and any other works of authorship or other works ("User Content"). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms.

Limited License Grant to Soofte

By Posting User Content to or via the Service, you grant Soofte a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from Soofte exercise of the license set forth in this Section.

You Must Have Rights to the Content You Post; User Content Representations and Warranties

You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Soofte disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:

• you are the sole author, creator, and owner of the User Content and intellectual property and proprietary rights thereto, or have the necessary licenses, rights, consents, and permissions to authorize Soofte and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Soofte, the Service, and these Terms;
• your User Content is honest, truthful, and accurate to the best of your knowledge;
• your User Content, and the Posting or other use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (iii) violate any confidentiality, non-disclosure, or contractual obligations you might have towards a third party, including without limitation your current or former employer; or (iv) violate or cause Soofte to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;
• your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• when your User Content consists of an endorsement, review, or evaluation of Soofte, a Server Owner, a Subscriptions and Server Benefits, service, or third party ("Reviews and Endorsements"), you further represent and warrant that:

Reviews and Endorsements

The following additional terms apply to any User Content that includes Reviews and Endorsements:

• You may not post or submit group, team, multi-authored, or technology-authored Reviews and Endorsements;
• Your Reviews and Endorsements must provide honest and accurate views, opinions, findings, beliefs, and/or experiences, they must not contain any false, misleading, or unsubstantiated information about the Vendor, Subscriptions and Server Benefits, or services, or otherwise;
• You must clearly and conspicuously disclose any material connections you have with a Vendor or their Subscriptions and Server Benefits or service referenced in your User Content - a material connection is one that could influence the weight or credibility another person would give to your opinions, evaluations, reviews, ratings, messages, or comments, such as employment or independent contractor relationship, receipt of free or discounted Subscriptions and Server Benefits or services, an affiliate marketing relationship, receipt of payment or other consideration or material benefit from a Vendor;
• Submission of previously published opinions, evaluations, reviews, ratings, messages, or comments is prohibited; and
• Server Owner providing users with an incentive to post Reviews and Endorsements on the Soofte platform about Server Owners or their Subscriptions and Server Benefits or services are responsible for (a) informing such users of their obligations under these Terms with respect to such Reviews and Endorsements, including without limitation their obligations in this Section 8.4, (b) monitoring and correcting such Reviews and Endorsements as needed, and (c) reporting non-compliant Reviews and Endorsements to support@soofte.com.

User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. Soofte may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Soofte with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Soofte does not permit infringing activities on the Service.

Monitoring Content

Soofte does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Soofte reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Soofte chooses to monitor the content, then Soofte still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Soofte may block, filter, mute, remove or disable access to any User Content uploaded to or transmitted through the Service without any liability to the user who Posted such User Content to the Service or to any other users of the Service.

Earnings Claims

When your User Content contains express or implied statements about the ability to earn income ("Earnings Claims"), you further represent and warrant:

• Any Earnings Claims are not false, deceptive, or misleading in any respect, including by implying atypical results are typical;
• Any Earnings Claims can be substantiated, that is, you must have a reasonable basis for the statements;
• Any Earnings Claims reflecting gross income also account for material expenses incurred in generating that income;
• Any Earning Claims contained in testimonials are accurate, and either representative of generally expected results, or else accompanied by a clear and conspicuous disclosure of (1) relevant context, such as time and effort expended, and (2) typical and ordinary earnings.

Discord DM

We may send you a direct message concerning our Subscriptions and Server Benefits and services, as well as those of third parties. You may opt out of promotional direct messages by following the unsubscribe instructions in the promotional message itself.

Respect of Third Party Rights

Soofte respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights related complaint about any material on the Service, you may contact our Designated Agent at the following address: Soofte, Inc. Attention at: 131 Continental Dr Suite 305 Newark, DE, 19713 US / email: support@soofte.com

Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written "Notification of Claimed Infringement" to the Designated Agent identified above containing the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
• a description of the copyrighted work or other intellectual property right that you claim has been infringed;
• a description of the material that you claim is infringing and where it is located on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner behalf.

Your Notification of Claimed Infringement may be shared by Soofte with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Soofte making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

Repeat Infringers

Soofte policy is to: (a) remove or disable access to material that Soofte believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people copyright or other intellectual property rights. Soofte will terminate the accounts of users that are determined by Soofte to be repeat infringers. Soofte reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

Counter Notification

If you receive a notification from Soofte that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Soofte with what is called a "Counter Notification." To be effective, a Counter Notification must be in writing, provided to Soofte Designated Agent through one of the methods identified in Section 11.2, and include substantially the following information:

• your physical or electronic signature;
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Soofte may be found, and that you will accept service of process from the person who provided notification under Section 11.2 above or an agent of that person.

A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party obligations to provide a valid counter notification under the Copyright Act.

Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2.

Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Soofte may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by using the live chat feature on the Service or by contacting customer service at support@soofte.com.

Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Soofte any unpaid amount that was due prior to termination; (d) you may lose access to certain Subscriptions and Server Benefits managed by Soofte, and (e) all payment obligations accrued prior to termination and Sections 5.3, 6, 14.3, 15, 16, 17, 18, and 19 will survive. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

Modification of the Service

Soofte reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Soofte will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.

Generally

Except as described in Section 18.2 and 18.3, you and Soofte agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 within 30 days after the date that you agree to these Terms by sending a letter to Soofte Inc., Attention: Legal Department Arbitration Opt-Out, 131 Continental Dr Suite 305 Newark, DE, 19713 US that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration ("Opt-Out Notice"). Once Soofte receives your Opt-Out Notice, this Section 18 will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

Arbitrator

This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-7787879, or by contacting Soofte.

Commencing Arbitration

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Soofte address for Notice is: Soofte Inc., 131 Continental Dr Suite 305 Newark, DE, 19713 US. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Soofte may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Soofte will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your [residence/billing address] unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your [residence/billing address]. During the arbitration, the amount of any settlement offer made by you or Soofte must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief

Except as provided in Section 18.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Soofte before an arbitrator was selected, Soofte will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions

YOU AND SOOFTE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Soofte agree otherwise, the arbitrator may not consolidate more than one person claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision

If Soofte makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Soofte address for Notice of Arbitration, in which case your account with Soofte will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability

If Section 18.8 or the entirety of this Section 18 is found to be unenforceable, or if Soofte receives an Opt-Out Notice from you, then the entirety of this Section 18 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 will govern any action arising out of or related to these Terms.

General Terms

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Soofte regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word "including" means "including but not limited to." If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing Law

These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Soofte submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, NY for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in New York, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

Privacy Policy

Please read the Soofte Privacy Policy (the "Privacy Policy") carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Soofte Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the "Additional Terms"). The purchase or sale of certain Subscriptions and Server Benefits may also require Additional Terms. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact Information

The Service is offered by Soofte Inc., located at 131 Continental Dr Suite 305 Newark, DE, 19713 US. You may contact us by sending correspondence to that address or by emailing us at support@soofte.com.

Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

No Obligation to Provide Export or Download of Information or Data

Soofte may allow you to access, via functionality provided by the Service, certain information or data relating to your use of the Service, but you acknowledge that such access is provided in Soofte sole discretion, and Soofte has no obligation to make any information or data available to you for export or download.