TERMS AND CONDITIONS

SocialWalk Inc.

Version 1.1

Last Modified: 9/28/2023

1. INTRODUCTION

These Terms of Service (“Terms” or “Agreement”) cover your rights and obligations relating to your access and use of the SocialWalk website https://socialwalk.us (the “Website”) and mobile application (the “App”) , and the contents and services available through them, as updated or added to from time to time. In these Terms, we refer to the Website, the App and any other related services provided by us collectively as the “Service”. 

The Service is owned and operated by SocialWalk Inc., a company incorporated in Delaware (registration number 6958405) whose registered office is at c/o Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, Delaware 19958, USA (“SocialWalk” , “we”, “our”, and “us”).

Please carefully read these Terms before you start to use the Service, as they set out the legal agreement between SocialWalk and you for your use of the Service. By downloading, installing, accessing or using the Service, you confirm that you accept these Terms and that you agree to comply with them. If you do not accept these Terms in their entirety, you must not access or use the Service. 

Do not hesitate to contact us at hello@socialwalk.us if you have any questions or want to discuss these Terms.

SocialWalk reserves the right to change these Terms at any time at its sole discretion. Amendments shall take effect immediately when posted on SocialWalk. Your continued use of SocialWalk thereafter represents your agreement to any such amendments. Information may be changed or updated without notice.

2. LICENSE TO USE

You may only use the Service for its intended purpose as described (the “License”). You may download, install and use the App, and any updates to it provided by SocialWalk from time to time, for your personal use only on a compatible mobile device owned or controlled by you. And you may access and browse the Website for your personal use only.

You may not use the Service for any other purposes including but not limited to commercial, business or resale purposes. Any non-permitted use of the Service, as determined in our sole discretion, shall be grounds for immediate termination of these Terms and immediate termination of your use of, and access to, the Service.

3. OWNERSHIP AND PROPRIETARY RIGHTS

The Service contains important and proprietary property owned by us, including software and hardware that constitutes our intellectual property. Nothing in these Terms shall be interpreted as a conveyance of any ownership right or title in or to our property. We only grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Service for the purposes permitted by these Terms, and only for as long as you are permitted to access the Service.

Further, you may choose to, or we may invite you to submit comments, suggestions, or ideas about the Service, including how to improve the Service (“Feedback”). Where you provide Feedback to us you agree that we and our affiliates will have the right to use such Feedback for such purposes as we see fit from time to time, including to create new, or enhance existing products or services offered by us, and for consumer communication or product promotion. We may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that we do not waive any rights to use similar or related ideas previously known to us, developed by its employees, or obtained from other sources.

4. LIMITATIONS AND RESTRICTED USE

You are prohibited from violating or attempting to violate any security features of the Service, including but not limited to accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; interfering or attempting to interfere with service to any user, host, or network, including but not limited to, by transmitting, and/or distributing files to the Service that may damage SocialWalk or others’ computers or property (such as viruses), spamming , or undertake similar activities.

Further, you may not copy, sell, distribute, publish, download, or reproduce any aspect of the Service. You also may not modify, make derivative works of, decompile, reverse-engineer, disassemble, or otherwise convert any aspect of the Service. Further, you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; you agree not to access the Service in order to build a similar or competitive service; you agree not to access (or attempt to access) any of the Service by means other than through the interface that is provided by SocialWalk; and you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Service.

5. THIRD PARTY SERVICES

SocialWalk may provide links to other websites or applications, which we believe may be of interest to you, owned and/or operated by third parties who are not related or affiliated to SocialWalk (“Third Party Services”). 

Third Party Services contains links to other websites as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties. The Third Party Services are provided for your convenience and information only, and the inclusion of any Third Party Services does not imply any endorsement or approval of the Third Party Services by SocialWalk.

SocialWalk does not control or have any supervision over, and is not responsible for, the content, hyperlink, accuracy or privacy policies of any of the Third Party Services and makes no representation or warranty with respect to the content herein. The fact that we may link to a Third Party Service does not mean that we endorse it or the products or services on it. 

SocialWalk is not a party to any transaction or arrangement between you and any of the Third Party Services. Your use of the Third Party Services is subject to the terms and conditions of such Third Party Services (if any), in addition to the terms and conditions herein. If there is any inconsistency, the terms and conditions herein shall supersede.

SocialWalk may also contain third party advertisers (that may or may not contain embedded hyperlinks or referral buttons to Third Party Services). The display of such advertising does not in any way imply a recommendation or endorsement by SocialWalk of the relevant advertiser, its products or services. You are referred to the relevant advertiser for all information regarding the advertiser and its products and/or services. To the extent permitted by law, SocialWalk accepts no responsibility for any interaction between you and the relevant third party and is released from any liability arising out of or in any way connected with such interaction.

6. USER GENERATED CONTENT

You are solely responsible for any data, text, images, and other content that you upload, submit, post or display on or via the Service (“Your Content”). 

We do not claim ownership of any user generated content. However, you grant to us a non-exclusive, worldwide, royalty-free, transferable, sub-licensable, perpetual license to use, aggregate, reproduce, publish, distribute, amend, enhance and communicate and otherwise fully exploit Your Content for any purpose relating to the Service and our business, at any time.

You agree that we are not responsible for, and do not endorse, Your Content or any data, text, images, graphics and other content that may be uploaded, submitted, posted or displayed on or via the Service by another user (“Other User”). ”). Content”) and that we do not have any obligation to monitor, edit, or remove Your Content or any Other User Content. However, we reserve the right, without obligation, to monitor, moderate, edit or remove any such content.

In general, we will only review Your Content if it is relevant to an issue that we are investigating either as a result of an inquiry from you or another user, as a result of an appeal to an account suspension, or as a result of a technical problem with the Service. You agree that we may access and use Your Content for this purpose.

We shall not be accountable or responsible in any way for any user generated content. We do not have any control or supervision over, and are not responsible for, what users access through the Service and are not responsible for any inappropriate, offensive, obscene, infringing, unfair or otherwise objectionable or illegal user generated content you may encounter on SocialWalk or arise from your use of the Service.

7. YOUR PRIVACY

Personal information and data submitted to SocialWalk via the Service shall be treated in accordance with our Privacy Policy. In using SocialWalk, you acknowledge and agree to be bound by the Privacy Policy as it may be modified and/or altered from time to time. SocialWalk reserves the right to change the Privacy Policy. Amendments shall take effect immediately when posted on SocialWalk.

Please be aware that internet transmissions are never entirely private or secure and that any information you send via the Service may be intercepted by others, even if a particular transmission is encrypted.

8. SOCIALWALK ACCOUNT

As part of the Service, you will be required to create an account with a username and password that will provide you access to your account, or you may be able to create an account via connecting to a third party site or service. 

You represent and warrant that all required registration information you submit is truthful and accurate and that you will maintain the accuracy of such information. You are solely responsible for keeping your password safe from disclosure to third parties. You may not use anyone else’s account, including their username or password. 

If you become aware of any unauthorized use of your account, username, or password, you must promptly notify us of such use. You agree that we will not be responsible for any loss that you incur if someone else uses your account, username, or password, with or without your knowledge. 

Further, you agree that because you are responsible for maintaining access to your account, that you are solely responsible for any harm caused by use or misuse of the Service originating from your account, whether or not you were actually the person who used or misused the Service.

9. ACCOUNT DELETION AND TERMINATION

At any time, you may delete your SocialWalk account by one of the following two ways.

Firstly, delete your account through the app. Open the SocialWalk app and tap on the Account icon. On the Account page, tap on the navigation menu in the top left corner. Choose Delete Account from the drop-down list.

Secondly, email support@socialwalk.us and include ‘Delete Account’ in the subject as well as your username.

Further, if you use the Service in a way that would expose us to liability, disrupt the Service of other users, or if you violate these Terms or our Privacy Policy, we reserve the right to terminate your SocialWalk account or take other action to prevent your access to our Services if we, in our sole discretion, deem that such action is necessary.

10. EARNING STEPCOINS

“StepCoin” is the currency that we issue in exchange for your steps, which may be generated through verified physical movement only, within the App. StepCoins may be used to receive certain benefits that are offered via the App (eg, you can use StepCoins you earned to donate to any campaign that you choose). StepCoins cannot be redeemed for cash from SocialWalk or any of its affiliates, unless we expressly agree otherwise with you in writing.

We reserve the right to forfeit StepCoins that we have reason to believe have not been created by verified physical movement and to suspend or disable any SocialWalk account used in such a way.

We reserve the right to forfeit or redistribute StepCoins that we have reason to believe have been obtained through fraud, for instance by defrauding another SocialWalk user, and to suspend or disable any SocialWalk account used in such a way. 

We reserve the right and retain the absolute discretion to determine and alter, from time to time, the eligible forms of movement, movement verification algorithms and amounts of verified movement that must be undertaken by users in order to generate StepCoins using the App (for example , we may alter the number of verified steps required to generate a StepCoin). 

Details of current eligibility criteria and the volumes of verified movement required to generate StepCoins are provided within the FAQ section of the App. Movement verification conducted by the App is considered final and cannot be revised or reversed.

We may cap the maximum amount of StepCoins that users of the App may generate each day using the App. SocialWalk reserves the right to increase or decrease such caps from time to time. Amendments shall take effect immediately when posted on SocialWalk.

11. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the Service (including in the App and the Website) belong to us (or our licensors) and the rights in the Service are licensed (not sold) to you. You have no intellectual property rights in, or to, the Service other than the right to use them in accordance with these Terms.

“SocialWalk” is the trading name of SocialWalk Inc. and we hold pending registered trademark rights (including “StepCoin”) with respect to these names.

We administer and arrange contests and incentive award programs, such as those using StepCoins, to meet fundraising goals. StepCoins represent a mechanism for converting physical exercise into an effective form of currency, including but not limited to convertible virtual and real fiat currencies. These currencies can be donated to charitable, philanthropic, public and community service causes, humanitarian activities, or other similar benefits.

12. RESERVATIONS OF RIGHTS

SocialWalk reserves the right, solely in its discretion, to change any and all content, software, and other items used or contained in the Service at any time without notice; modify and/or discontinue the Service at any time without notice; and terminate your username, password and account, should you be in violation of the SocialWalk Terms and Conditions.

13. DISCLAIMER AND LIMITATION OF LIABILITY

You use the Service at your own risk. The Service is provided “As Is”, without any restrictions, and SocialWalk does not warrant that the Service and availability within will be uninterrupted or error free. SocialWalk does not assume any responsibility for errors or omissions in the information or software or other documents which are referenced by or linked to. References or links to Third Party Services are provided “As Is” without warranty of any kind, either expressed or implied.

In no event shall SocialWalk be liable for any indirect or consequential damages, except in cases of intentional misconduct or gross negligence. To the maximum extent permitted under applicable law, SocialWalk’s aggregate liability for any direct damages shall be limited to the lesser of the amount paid, if any, by you to us for the Service during the term of this Agreement and in no case will exceed 1,000 USD.

14. INDEFINITION

You agree to indemnify and hold SocialWalk, its affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees , arising out of or in connection with any content (including Your Content and Other User Content), any Third Party Services, your use of the Service, your conduct in connection with the Service or with other users of the Service, or any violation of these Terms or of any law or the rights of any third party.

15. SERVICE CHANGES AND UPDATES 

SocialWalk reserves the right at any time in its absolute discretion to alter the functionality or contents of the Service with or without providing any notice to you.

We may develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service to the App from time to time (“Updates”). You acknowledge that you may receive Updates automatically and may be required to install Updates to use the Service. Depending upon the nature of the Updates, you may not be able to continue to use the App until you have downloaded the latest version of the App.

16. GOVERNING LAW

By visiting or using the Service, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between you and SocialWalk or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts in Delaware, and you hereby consent to, and waft all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts in Delaware.

17. GENERAL
18. In these Terms, unless the context otherwise requires, the headings are inserted for convenience only and shall not affect the construction of these terms and conditions.
19. Unless otherwise specified, the terms “including”, “eg,”, “for example”, and other similar terms are considered to include the term “without limitation” immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.
20. If any provision of these Terms is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be considered not to be included in these terms and conditions but without invalidating any of the remaining provisions of these terms and conditions.
21. Use of the Service where prohibited is void.
22. These Terms constitute the entire agreement between you and SocialWalk regarding the use of the Service, superseding any prior agreements between you and SocialWalk relating to your use of the Service. This Agreement may not be changed orally.
23. TERM AND TERMINATION

Although this Agreement may be terminated by you or us at any time and for any reason, the following provisions of these Terms shall survive any such termination: the introductory provisions; all provisions relating to rights and limitations on rights (except that all rights of users shall terminate on the termination of this Agreement); all disclaimer and limitation on liability, and indemnity provisions; and Section 17 of this Agreement.