Soma Terms of Service

Date of publication: April 26, 2024

Content

Introduction
Terms and Definitions
Services We Provide
Age Restrictions
Account Registration and Management
License on the Services Use
Restrictions on the Service Use: Prohibited Conduct
User Content
Content Guidelines
Subscription Fees
Intellectual Property Rights of the Company
Copyright Infringement and DMCA Procedure
Term and Termination
Third-Party Services and Integrations
Confidential Information
Disclaimer of Warranties
Limitation of Liability
Indemnity
Dispute Resolution and Jurisdiction
Changes to the Terms of Service
Miscellaneous
Contact Us

1. Introduction

The presented Terms of Service (hereinafter also referred to as the “Terms”) set forth the general terms and conditions of use of our software as a service-based platform SOMA enabling customers to build customized virtual Spaces (the “Platform”), our website https://www.somaworld.com (“Website”) and any of its related products and services (collectively referred to as the “Services”). The presented Terms constitute a legally binding agreement between users and visitors of our Services and Soma Development Co. (hereinafter also referred to as “Soma,” “Company,” “we,“ “us,” or “our“).

Upon accessing and utilizing our Services, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service. You acknowledge that these Terms are a legally binding contract between you and the Company, notwithstanding their electronic nature and the absence of a physical signature, and they govern your use of the Services.

2. Terms and Definitions

“Agreement” shall encompass the entirety of provisions outlined within this document, herein referred to as the “Terms of Service,” inclusive of all associated legal notices, policies, and disclaimers, including but not limited to our Privacy Policy, User Guide, as well as any additional documents that may be periodically published on the Services.
“Content” shall include all materials and information presented or displayed on the Platform, encompassing, without limitation, texts, articles, data, graphics, images, avatars, photographs, videos, audio, software, designs, links, features, and any other information accessible on the Website or through the Services, including the Spaces.
"Confidential Information" refers to any information, documents, or data disclosed by either party that is labeled or otherwise identified as confidential or proprietary. Confidential Information encompasses:

(i) Soma Confidential Information: This includes any information disclosed by, for, or on behalf of Soma, directly or indirectly, to a Customer and/or a User in connection with this Agreement or the Services. It encompasses business information, development plans, product details, systems, strategic plans, source code, pricing, methods, processes, financial data, programs, marketing plans, and any other information designated as confidential (regardless of whether it is marked as "confidential") or reasonably understood by a Customer and/or a User to be confidential.

(ii) Information regarding the Services: This includes all information concerning the technical aspects, management, or business operations of the Services, its Users, and any third parties involved. It comprises technical secrets such as operational methods, research, development, algorithms, data of the Service, and software related to the Service, including design, code, and proprietary elements of the Platform, but excludes any User Content created in connection with a Space.

(iii) Customer Confidential Information: This pertains to any information disclosed by a Customer to Soma that (a) must be kept confidential according to applicable law or (b) comprises sensitive information clearly and conspicuously marked as "confidential" by a Customer.

“Customer” - refers to an individual, legal entity, or individual representing a legal entity who purchases a Subscription and subsequently creates a Private Space within the Platform.
“Office Tier” refers to the Space capacity corresponding to the size of an office available for purchase within the Platform.
“Space” refers to a virtual environment within the Platform accessible to Users based on their respective categories. Soma offers two types of spaces: a) Public space, which is managed by Soma and is accessible to all Users, including the "World" and "Hub" spaces (“Public Space”), and b) Private space exclusively available to Customers and its authorized users on a subscription basis as outlined in these Terms (“Private Space”). In addition to the Private office subscription plan, Customers have the option to rent a Conference Hall space on an hourly basis.
“User,” “you,” or “your” shall refer to both free and subscribed users who utilize our Service in accordance with the terms specified herein.
"User Content" pertains to any content, presented in diverse formats, that users upload, generate, or create within the Service, share with other Users, and subsequently appear on the Services for public access.

3. Services We Provide

Soma is an owner and operator of the Platform that enables Customers to create virtual Spaces, collaborate and meet other Users, host virtual meetings between Users, chat between Users, and perform other interactions between Users within the Platform.

Based on the User's role and category, as detailed in our User Guide, the following functionalities of the Service are available:

All Users:

Create a team and extend invitations to team members.
Invited Users have the option to accept or decline the invitation.
Share location and status with other team members.

Subscribed Users of the relevant category:

Manage (add and delete) office members and assign roles.
Monitor Soma usage within the Private Spaces (offices).
Manage the private office name and logo.
Enable or disable a password for the virtual office.
Set the office time zone and format.
Utilize other available features within the Platform, subject to updates over time.

Soma provides a User Guide to facilitate navigation of the Platform and User functionalities, strongly advising Users to review it thoroughly to enhance their overall experience.

Space usage encompasses all activities related to accessing virtual space within Soma and utilizing services and features within the Space using avatars associated with each User's account. Users are permitted to access and use only Public Spaces and Private Spaces that have been pre-approved by the Company. In the event a Customer creates a Private Space, they bear sole responsibility for ensuring that only authorized Users are invited to access their Space and utilize the Services.

Should a User gain unauthorized access to another User's Private Space or obtain Confidential Information belonging to other Users, they may be subject to civil and criminal legal consequences, including liability for damages.

The Customer acknowledges that Soma reserves the right to refuse access to Spaces or terminate accounts at its discretion. Additionally, Soma may suspend a Customer's access to the Services under the following circumstances:

(i) Scheduled or emergency maintenance;

(ii) Unavailability of Services (including network and hosting services) provided by third-party service providers; or

(iii) Material breach of this Agreement by the Customer or any of its authorized Users, including failure to remit any outstanding payments owed to Soma.

4. Age Restrictions

To utilize our Services, you must meet the minimum age requirement of 13 years old. If you are classified as a minor under the laws of your state, your parent or legal guardian must provide consent to these Terms on your behalf, and you may only access the Services with their authorization. By utilizing our Services, you confirm that: (a) all information provided during account registration is truthful and accurate; (b) you will ensure the accuracy of such information; and (c) your usage of the Services adheres to all applicable laws and regulations. Your Account may be terminated and removed without prior notice if we have grounds to suspect that: a) you are under 13 years of age; b) you falsely represent your age as 18 or older when you are under 18.

5. Account Registration and Management

In order to use the Services, you must complete the registration process by furnishing accurate and comprehensive personal information. You affirm and guarantee the accuracy and completeness of any such information provided, acknowledging that we bear no responsibility for inaccuracies or omissions in the personal data submitted.

You retain the ability to modify information within your profile, including your avatar, profile name, and occupation description, at your discretion and at any time.

You are solely responsible for ensuring the security and confidentiality of your account information. Any actions conducted through your account due to negligence in upholding security measures are your sole responsibility. Promptly inform us of any unauthorized account access or security breaches.

Sharing accounts or User privileges with any other individual is prohibited unless expressly approved in writing by Soma. Similarly, sharing login credentials pertaining to the aforementioned is strictly prohibited. Your entitlement to utilize or access the Services is non-transferable and personal to you. Unauthorized usage of another individual's account is strictly prohibited. Failure to adhere to the obligations outlined in this Section may result in the termination of your access to the Services.

6. License on the Services Use

To utilize our Platform, you must download and install the Soma desktop or mobile application ("App"). By providing you access to the Platform, Soma grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license to utilize the Platform in object code format on a compatible device for internal or commercial use. This license is solely for accessing and using the Platform during the applicable Term. You acknowledge and agree that your access to and use of the Services are subject to revocation at Soma's sole discretion.

You acknowledge that, despite any contrary provisions herein, the Services are provided to you on a free or paid subscription basis, and the Platform is provided to you under a limited license, neither of which has been transferred to you. Furthermore, you recognize that you do not and will not acquire any ownership or other rights, title, or interests in or to the Services or any proprietary rights associated with them. Any copies of the App will remain Soma's exclusive property. The App may contain code licensed to you under third-party license agreements, including open-source software provided with the App. Without limiting the foregoing, Soma retains all rights, title, and interest in all upgrades, enhancements, new releases, changes, and modifications to the Platform, along with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and "know-how" embodied in the App. You will not be deemed to receive, have, or be granted title to any portion of the Services or App, the title to which always remains exclusively vested in Soma.

7. Restrictions on the Service Use: Prohibited Conduct

Except for the rights provided to you under Section 6, you are subject to the restrictions and limitations specified herein. Users are strictly prohibited from engaging in any of the following actions or any equivalent actions thereof:

Abnormal System Access:

Engaging in intentional or negligent installation or distribution of programs such as malicious code or viruses.
Unauthorized modification, copying, disassembling, or transforming any part of the Service provided by the Company through reverse engineering, decompiling, disassembling, or any analogous activities.
Introducing viruses or harmful code into the Service to disrupt its functionality.

Illegal Use of Service:

Utilizing the results of the Service for illegal purposes.
Employing the Service by a religious institution or for political endeavors without securing prior written consent from the Company.
Utilizing the Service with inaccurate or third-party information.
Engaging in malicious activities with multiple accounts or re-registering accounts to delete unfavorable information.
Distributing false information for the purpose of personal gain or causing harm to others.
Any act prohibited by relevant laws, good customs, or social norms that adversely affects the smooth provision of the Services.

Violation of Public Order:

Discriminating or promoting prejudice against gender, politics, religion, disability, age, social status, race, region, occupation, etc.
Acts that discriminate, slander, or defame the Company, other Users, or third parties.
Utilizing inappropriate or offensive language or engaging in threatening behavior.
Posting User Content on the Platform that contravenes public order and morals, such as depicting excessive nudity or obscene acts, sharing prostitution-related information, or disseminating content that may cause sexual shame or discomfort to others.
Engaging in abnormal activities contradicting social norms, such as posting hateful content or using profanity.

Violation of the Rights of Other Users and/or Company:

Infringing or likely infringing upon intellectual property rights such as patents, trademarks, and copyrights of the Company, other Users, or third parties.
Attempting to bypass or disable technological features or measures within the Service designed to safeguard intellectual property rights.
Infringing on other Users' personal information or accessing their Private Spaces without permission.
Unauthorized alteration of information posted by the Company.
Impersonating another User, a third party, or a representative of the Company.
Engaging in acts that violate or are likely to infringe upon the rights of others.

You bear full responsibility for your actions associated with the Service and must adhere to all local, state, national, and international laws and regulatory codes. If a User breaches the terms outlined herein, the Company may apply the following sanctions to the User, depending on the severity of the violation and the impact suffered by the Company, other Users, and third parties, if any:

Written Warning: The Company may issue a written warning to Users who have violated the obligations outlined in this Section, specifying the violation's details and the infraction's timing.

Removal, Censorship, and Editing of User Content: The Company reserves the right to remove, censor, or edit User Content posted or stored on the Services, including Content that violates these Terms, particularly Section 9 of these Terms or applicable laws.

Use Restriction: The Company may restrict or suspend a User's access to the Service for a specified period. In such cases, the Company may prohibit the User's access and may, at its discretion, delete all or part of the User Content posted by the User.

In situations where providing notice is legally prohibited (e.g., when notifying would violate laws or regulatory authority orders or impede regulatory authority investigations), the Company or other Users, except where it is reasonably believed that harm may occur to a third party (e.g., compromising the security of the Company's service), Users subject to sanctions under paragraphs 7.1-7.3 herein will be informed of the reason and details of the sanctions via email notification.

8. User Content

Soma allows you to upload and publish User Content on the Platform. Any material you create or upload to the Platform remains your property, and you retain all rights to it, except as explicitly granted to Soma below.

By using the Service, you grant Soma a worldwide, non-exclusive, transferable, sub-licensable, royalty-free license to use, store, display, reproduce, retain, modify, create derivatives, perform, and distribute User Content solely for the operation, growth, and promotion of the Service, except for Confidential Information.

You are solely responsible for any User Content generated or uploaded to the Platform. You represent and warrant that you have all necessary rights, licenses, consents, permissions, authority, and power to grant us the rights regarding any User Content you submit, publish, or present on or via the Platform. You agree that your User Content will not infringe upon copyright or other proprietary rights. If you believe your copyrights have been misused, please notify us as outlined in these Terms.

You acknowledge and agree to adhere to the Content Guidelines outlined below. We reserve the right, but not the obligation, at our sole discretion to pre-screen, reject, block, or deactivate any User Content available via the Platform. You acknowledge and assume all potential risks associated with the use of any User Content, including but not limited to relying on its accuracy, comprehensiveness, reliability, or usefulness to the fullest extent permitted by applicable law.

9. Content Guidelines

Soma reserves the right to remove User Content from the Service at its own discretion, with or without prior notice to you, if it violates our Terms of Service or infringes upon the intellectual property rights of others.

While Soma has the authority to review, monitor, or delete User Content on the Services, it's important to note that not all User Content undergoes review. Therefore, we cannot guarantee that other Users or their User Content on the Services will comply with these Terms or other relevant policies or guidelines.

Certain types of Content are strictly prohibited and may result in the immediate termination of your account and access to the Service. Specifically:

Illegal Activities: Content promoting activities that violate local laws or regulations, such as criminal activities, trade of illegal substances, or human trafficking, is prohibited.
Child Exploitation: Posting or uploading Content that exploits or abuses children, including images of child abuse or sexual exploitation, is strictly prohibited.
Sexual and Pornographic Content: Content containing pornographic material or promoting sexual interactions is prohibited.
Threatening Content: Content that harasses, bullies, defames, or threatens individuals is not allowed.
Violent and Hateful Content: Content promoting discrimination or violence based on racial, ethnic, religious, or gender attributes is strictly prohibited.
Intellectual Property Infringement: Posting or uploading Content that infringes on the copyrights, trademarks, or other intellectual property rights of third parties is prohibited.
Personal and Confidential Information: Posting Content containing personally identifiable information or confidential data of others without consent is not allowed.
Self-Harm: Content that promotes self-harm is strictly prohibited.
Violent Extremism and Terrorism: Content advocating support or funding of terrorism or violent extremism is not allowed.

If you come across Content that violates our guidelines, please notify us immediately by email at contact@somaworld.com or through the Platform's support feature. We review reports to determine violations and may remove offending Content, terminate or suspend accounts, and/or notify law enforcement.

10. Subscription Fees

Pricing for Service. ‍Should a Customer opt to purchase any Private Space available under a paid subscription ("Subscription(s)"), they shall be liable to pay any applicable fees as stipulated in our pricing plans and as indicated in the invoice issued, inclusive of any pertinent sales or value-added taxes, where applicable. The fees are contingent upon the specific Subscription plan and Office Tier chosen by the Customer, with detailed information accessible via our pricing plans upon request. In the event that the Customer remits fees through a third-party payment processor, they also consent to abide by any terms outlined by said payment processor as delineated below.

The Customer may rent Conference Hall hours as a distinct service by submitting a reservation request to the email address contact@somaworld.com, subject to full prepayment.

Billing. The Company will dispatch an invoice to the Customer's designated email address to finalize an order for a Subscription and grant access to the paid Services. If any additional charge occurs, an invoice may be dispatched on the upcoming billing date. It is imperative to furnish current, comprehensive, and accurate billing details. Free accounts are exempt from the requirement to furnish payment account information. Subscription fees may be settled via bank wire transfer or card payment, as defined herein. The Customer consents to Soma charging their credit card, debit card, or other designated payment method approved by Soma for all amounts owed in connection with their use of the Services, as specified in the applicable invoice, encompassing Subscription fees, recurring charges, and any other fees and costs associated with the Services or their account ("Service Charges").

Upon initiation of the Subscription, a Customer authorizes us to levy the full Subscription fee. Kindly note that the billed amount may fluctuate over time, potentially due to promotional offers, discounts, or modifications to the Subscription plans. We reserve the right to revise the pricing for our Services or any of their components in any manner and at any time, at our sole discretion. Any adjustments to the pricing of our Service will come into effect subsequent to our provision of a notice to a Customer.

Automatic Subscription Renewal: Upon purchasing the Subscription plan, you will be promptly billed the Subscription fee. Your Subscription will automatically renew for successive monthly or one-year terms, depending on the Subscription type, with applicable fees charged for each billing period from your initial purchase unless you cancel or modify your Subscription plan as outlined herein. Soma will send a notification regarding the automatic renewal to the email associated with your account.

Subscription Downgrade and Upgrade: The Customer may modify its Subscription by downgrading or upgrading it at any time during the Subscription term. If a Customer chooses to downgrade its Subscription during an ongoing yearly Subscription plan, the Subscription fees will be recalculated based on the monthly subscription method. If a If the Customer elects to upgrade its Subscription, a new Subscription fee will apply from the date of the upgrade.

Subscription Cancellation. To prevent billing for the upcoming Subscription term, the Customer must notify their intent to cancel the Subscription via email at contact@somaworld.com at least one week before the start of the new subscription period. Additionally, their Private Space must have no entry record during the new billing period. The Customer acknowledges and consents that if it cancels the Subscription or downgrades the Office Tier during an active Subscription term, the Subscription fee will be calculated based on the monthly subscription method.

Third-Party Payment Processing. Payments for our Subscriptions may be facilitated by third-party service providers (the "Third-Party Providers"). If a Customer opts to pay for our Services through a Third-Party Provider, it must furnish valid credit or debit card information and/or bank account details, explicitly consenting to the specified billing amount and periodicity corresponding to the chosen Subscription as outlined herein. Interactions and data exchanges between a Customer and the Third-Party Provider are governed by the terms and conditions of such Third-Party Provider. We bear no responsibility nor liability for these services or any issues or losses resulting from Customers' use of them.

Collection of Service Charges. A Customer acknowledges that if Soma encounters difficulty in collecting the Service Charges through a designated payment method, Soma may, to the extent permitted by applicable law, take necessary actions to recover such Service Charges from a Customer. A Customer will be responsible for covering all expenses incurred by Soma in connection with such collection efforts, including but not limited to collection fees, court costs, and attorneys’ fees. Furthermore, a Customer consents to Soma's potential imposition of interest, at a rate not exceeding 1.5% per month or the maximum rate allowed by applicable law, on any unpaid Service Charges.

Termination or Suspension for Nonpayment: Without prejudice to our rights under any other provision of this Agreement, if any failure to pay Service Charges persists for five (5) calendar days beyond the due date, Soma reserves the right to immediately terminate, suspend, or disconnect your Services without prior notice.

11. Intellectual Property Rights of the Company

The Services, inclusive of all components such as Platform-related software, design, software code, generated data, information, and other Platform-related products provided by the Company, are subject to protection under intellectual property laws, including but not limited to copyright, trademark, patent, and other relevant intellectual property laws in both the United States and other jurisdictions worldwide. The Company and its licensors exclusively retain all rights, titles, and interests in and to the Services.

As an inherent functionality of the Service, integration with third-party platforms occurs. It is imperative to clarify that we have no affiliation, association, authorization, endorsement, or official connection with any third-party platform integrated into the Service. All third-party names are registered trademarks of their respective owners. The utilization of any trade name or trademark serves solely for identification and reference purposes and does not imply any affiliation with the trademark owner or their brand.

You acknowledge that Soma holds sole ownership of all Content available on or through the Service, excluding User Content. The Website, Platform, and their Content are protected by copyright laws and other intellectual property laws of the United States of America and are additionally safeguarded by pertinent international copyright treaties.

Soma hereby grants you a non-exclusive, limited, royalty-free, non-assignable license to use the Content solely for your personal and non-commercial purposes, provided that you adhere to any author attribution, copyright, or trademark notice or restriction in any material that you utilize, download, or print.

You are expressly prohibited from utilizing any Content obtained through the Service for commercial purposes. Expressly, you are prohibited from:

Engaging in the sale or resale of the aforementioned Content.
Replicating or duplicating the Content to create an identical Service or any component thereof.
Distributing, sharing, or making the Content accessible to others for commercial gain.
Modifying, adapting, or creating derivative works from the Content without obtaining our explicit permission.
Using the materials or documents in a manner that infringes upon our or third parties' intellectual property rights, copyrights, trademarks, or any other proprietary rights pertaining to the Content.

12. Copyright Infringement and DMCA Procedure

Soma is fully committed to upholding the values and principles outlined in copyright regulations, including compliance with the Digital Millennium Copyright Act (“DMCA”). We pledge to promptly implement practical measures to remove any infringing Content from our Services upon becoming aware of it. In cases where we identify a User consistently infringing copyrights, we will take reasonable actions within our authority, including suspending or terminating such user's account.

If you believe that your copyright has been violated on our Services without authorization, constituting copyright infringement, you may notify us by sending a notice to support@somaworld.com. To enable a comprehensive review of your notice and adhere to the criteria established in this Section, your notice should conform to the stipulations outlined in 17 U.S.C. § 512(c)(3). Please provide the following details:

An electronic or physical signature of the individual authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
Identification of the allegedly infringing material and information reasonably sufficient to enable us to locate the material;
Your name, address, telephone number, and email address to facilitate contact if necessary;
A statement affirming that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement, made under penalty of perjury, confirming the accuracy of the information provided in your notice and asserting that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Please be aware that this DMCA procedure is specifically designed to notify us about instances of copyrighted material infringement. The aforementioned requirements are aimed at fulfilling our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but they should not be construed as legal advice. It is recommended to seek advice from a legal professional regarding your rights and obligations under the DMCA and other relevant laws.

We retain the right, at our sole discretion, although we are not obligated to do so, to limit access to the Services and/or terminate the Service of any Customer or User discovered to be infringing upon the intellectual property rights of others, irrespective of whether the infringement is recurrent.

13. Term and Termination

Term of Service: The Service initiation occurs when we make it accessible to a User and/or Customer and persists as long as a User utilizes the Services or for the duration of the Subscription term purchased by a Customer, as applicable (referred to as the "Term"). If a Customer holds a Subscription for the Services, the Subscription will automatically renew immediately upon the conclusion of the Term as stipulated in Section 10 herein, unless it decides to cancel it.

User Termination: A User retains the right to terminate their use of the Service with the Company at any time.

Customer Termination: A Customer may cease using the Services by canceling their Subscription, adhering to the conditions and stipulations delineated in Section 10 of these Terms.

Company Termination: Soma reserves the right to terminate the Service if a User violates any provision of these Terms as outlined herein or under the circumstances detailed below. The User will be given a 10-day grace period to rectify the issue, and if the correction is not made within that period, termination of the Service may occur. The circumstances leading to Service termination are as follows:

Submission of false data by the User, such as non-real name registration.
Involvement in criminal activity.
Planning or execution of the use of the Service for purposes harmful to national or social interests.
Theft of someone else's login credentials (Service ID and password).
Damaging the reputation or interests of the Company or other Users.
Unauthorized access to Soma Private Space(-s).
Disclosure or leakage of Confidential Information belonging to the Company, other Users, or third parties, or use for purposes other than Service usage.
Hindering the proper use of the Service, such as causing harm to the Service.
Violation of other related laws or conditions of use set by the Company.

If providing notice is not legally permitted (e.g., if notification violates laws or orders of regulatory authorities or obstructs regulatory investigations), or if there is a reasonable judgment that termination may result in harm to other Users and third parties (e.g., compromising the security of the Services), the reason for termination may not be notified by the Company.

Effect of Termination: If the Service is terminated in accordance with this Section, all Services provided to the User will be immediately suspended. Termination or expiration of this Agreement will not affect the Customer’s obligation to pay all Service Charges that may have become due before such termination or expiration.

14. Third-Party Services and Integrations

Certain components of the Services may incorporate, integrate, present, or grant access to materials, content, features, applications, or information from third parties ("Third-Party Integrations"). It is imperative to recognize that Soma disclaims any responsibility for the actions or omissions of any provider of Third-Party Integration, including but not limited to access, modification, or deletion of data, irrespective of whether the Service endorses, approves, or supports any such Third-Party Integrations. Soma does not ensure the interoperation, accuracy, completeness, availability, timeliness, legality, suitability, or support of any Third-Party Integrations.

Soma reserves the right, at its discretion, to modify the Services at any time, which may impact the interoperability, integration, or support of Third-Party Integrations. You have full discretion to purchase or connect to any Third-Party Integrations. If you choose to engage with any Third-Party Integration facilitated through or in connection with our Services, your interaction will be governed exclusively by the applicable terms established by such third party.

15. Confidential Information

You and Soma shall employ reasonable measures to uphold the confidentiality of each other’s Confidential Information, utilizing safeguards at least as protective as those employed to safeguard their own similarly sensitive information, but in no instance less than a reasonable standard of care. Throughout the duration of this Agreement and while Confidential Information is within the possession or under the control of the Parties, the Parties shall establish and maintain commercially reasonable administrative, technical, and physical policies, procedures, and safeguards designed for the protection of Confidential Information.

Neither you nor Soma shall disclose the Confidential Information of the other party to any individual or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as those provided herein. In addition to the permitted disclosures mentioned above, Soma may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

Confidential Information does not encompass information that: (i) is already rightfully known to the receiving party at the time of receipt, free from any obligation to maintain such information in confidence; (ii) becomes publicly known or available through no action or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

16. Disclaimer of Warranties

THE SERVICES PROVIDED BY SOMA ARE OFFERED "AS IS" AND "AS AVAILABLE." IN ACCORDANCE WITH APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER EXPRESSLY STATED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A COURSE OF DEALING. ADDITIONALLY, WE DO NOT WARRANT OR GUARANTEE THAT: (A) OUR SERVICES WILL CONSISTENTLY UPHOLD TOTAL INVULNERABILITY, EXEMPT FROM MISTAKES OR ERRORS, (B) OUR SERVICES WILL BE ACCESSIBLE AT PRECISE LOCATIONS OR TIME, (C) OUR SERVICES WILL SUSTAIN CONTINUOUS OPERATION WITHOUT ANY INTERRUPTIONS OR IMPERFECTIONS, (D) ANY CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES WILL INVARIABLY BE TIMELY OR ACCURATE. YOUR USE OF OUR SERVICES IS EXCLUSIVELY AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY LIABILITY AND ASSUME NO RESPONSIBILITY FOR ANY CONTENT UPLOADED, SUBMITTED, TRANSMITTED, RECEIVED, VIEWED, OR RETAINED BY USERS OR THIRD PARTIES ON OR THROUGH OUR SERVICE. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY ENCOUNTER CONTENT THAT COULD BE OFFENSIVE, UNLAWFUL, DECEPTIVE, OR OTHERWISE INAPPROPRIATE, FOR WHICH WE SHALL NOT BE HELD LIABLE.

IN CERTAIN JURISDICTIONS, THE LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS MAY NOT BE APPLICABLE, AND CONSEQUENTLY, THE AFOREMENTIONED RESTRICTIONS SHALL BE DEEMED INEFFECTIVE TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

17. Limitation of Liability

Under no circumstances shall Soma, its directors, officers, agents, employees, or contractors be liable for any indirect, incidental, consequential, or punitive damages. This includes but is not limited to loss of business profits, business interruption, loss of business information, loss of data, or loss of business opportunity. Such damages may arise from contractual actions or tort, including, but not limited to, negligence, equity, or any other legal basis. Furthermore, we shall not be liable for damages, in the aggregate, exceeding either the total amount of the Subscription fees paid by you to Soma for the year immediately preceding the claim or the sum of $100.00 (whichever is greater). This limitation applies to the following circumstances, except in cases of intentional or gross negligence:

In the event of an error occurring in the Service, resulting in the termination, suspension, discontinuance, or disconnection of the Service.
If the Service cannot be provided due to wartime, incidents, natural disasters, national emergencies, technical defects that are difficult to resolve, or other force majeure reasons.
In the case of suspension of the Service due to reasons attributable to the User, failure of use, or termination of the Service.
In the event of unauthorized access to, loss of, deletion of, or alteration of User Content.
If the telecommunication or Internet service provider discontinues or fails to provide telecommunication or Internet service normally.
In the event of the Service being interrupted or encountering a failure due to unavoidable reasons such as maintenance, replacement, regular inspection, construction, or other Service facilities, notified in advance.
All issues arising from the User's computer environment or network environment.
If the provision of the Service is interrupted or a failure occurs due to partner-related reasons, such as a service-related partner's facility failure.
When a dispute arises between Users or between a User and a third party through the Service.
In the event of damage caused by the User's device error or due to incorrectly or not entering personal information.
If the Service cannot be provided in accordance with relevant laws, government policies, etc.
In the event of damage to the Company resulting from an illegal act of a User not attributable to the Company, or an act that violates these Terms of Service, criminal punishment or sanctions from an investigative agency or administrative agency, or a claim for damages from a third party. In such cases, the User must indemnify the Company for damages at their own expense, including compensation for damages, litigation costs, attorney fees, etc., as detailed in Section 18 herein.

18. Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold Soma and its officers, directors, agents, affiliates, employees, contractors, and providers (collectively referred to as the "Indemnified Parties") harmless against any claims or demands asserted by any third party, and against any and all damages, losses, liabilities, judgments, costs, reasonable attorney's fees, and any other expenses of all types and kinds, whether known or unknown, incurred or sustained by the Indemnified Parties. This indemnification relates to or arises out of: (a) your violation of any provision of these Terms, (b) your use or improper use of our Services, (c) infringement, by your User Content or your account, of the intellectual property or other rights of a third party, including privacy rights, (d) your violation of any applicable law or the rights of a third party.

19. Dispute Resolution and Jurisdiction

I. General Information

Soma is dedicated to ensuring customer satisfaction, and in the event of a problem or dispute, Soma will endeavor to resolve it amicably through a neutral and cost-effective dispute resolution process. Therefore, you and Soma agree that any claim or dispute, whether at law or in equity, arising in connection with the Services provided by us, any representations made by us, or the Terms of Service (a "Claim") shall be resolved in accordance with one of the subsections below or as otherwise agreed in writing between Soma and you. Prior to pursuing these alternatives, we strongly encourage you to first contact us directly at contact@somaworld.com to seek an amicable resolution. These Dispute Resolution terms shall remain in effect following the termination of this Agreement.

II. Law and Place of Dispute

These Terms of Service are governed by and shall be construed in accordance with the laws of the State of Delaware in any legal proceeding or process without giving effect to any conflict of law principles. You consent that any permitted legal action may only be brought in the state or federal courts located in Delaware, and by using our Services, you submit to the jurisdiction of such courts for the purpose of adjudicating such actions.

III. Arbitration

Any Claim, excluding those seeking injunctive or equitable relief, shall be exclusively resolved through binding arbitration under the Commercial Arbitration Rules ("AAA Rules") of the American Arbitration Association ("AAA"). The arbitration shall take place in Delaware and may be conducted in whole or in part via telephone or written submissions, with no requirement for the personal appearance of parties or witnesses unless mutually agreed upon. The allocation of arbitration costs and fees shall be determined according to the AAA Rules. The arbitration shall be presided over by a single, neutral arbitrator appointed by the AAA. The arbitrator's decision and award shall be final and binding, enforceable in any court with jurisdiction. Notwithstanding the foregoing, parties retain the right to seek injunctive or equitable relief for intellectual property or proprietary rights violations in a court of competent jurisdiction. Should the arbitration agreement be deemed unenforceable, any Claim shall be adjudicated exclusively in state and federal courts in Delaware, with both parties consenting to the exclusive jurisdiction of such courts over disputes arising from this Agreement.

IV. No Class Actions

All proceedings to resolve a Claim shall be conducted solely on an individual basis, precluding class, joint, consolidated, or representative actions or arbitrations. In the event a Claim proceeds in court rather than arbitration, both parties waive the right to a jury trial. The Federal Arbitration Act and federal arbitration law govern these Terms of Service, and any arbitration decision may be confirmed by any court with jurisdiction.

20. Changes to the Terms of Service

Soma retains the authority to modify these Terms of Service periodically. All revisions will be made available on this page through an updated version of the Terms. Should there be a significant or material alteration to the functionality or operation of the Service, we will notify you via Service notification or an email sent to the address linked to your account. If you disagree with any changes, it is incumbent upon you to cease using the Services promptly.

By continuing to use the Services following the publication of any updates on this page, you indicate your acceptance of the amended Terms of Service.

21. Miscellaneous

Service Modification: We reserve the right to modify or alter the contents of the Service as necessary for operational and technical requirements at our sole discretion and at any time. Any changes will be communicated on the Platform. In this regard, the Company bears no responsibility to Users or third parties to the extent permitted by law, and your sole recourse for modifications you find unfavorable is to discontinue using the Services.

Force Majeure: We will exert all reasonable efforts to expeditiously repair or reinstate operations unless impeded by circumstances beyond our control, such as natural disasters, emergencies, or other factors considered beyond our reasonable influence. These factors may include but are not limited to fire, flood, acts of God, alterations in laws or regulations, embargoes, labor disputes, accidents, insurrection, epidemics, pandemics, acts of war (declared or undeclared), terrorism, riots, disruptions in transportation or communications, and technical challenges that are difficult to resolve. However, we shall not be held liable for any failure, default, or delay in delivering any portion of the Services or fulfilling our obligations under this Agreement if such failure, default, or delay is directly or indirectly caused by such uncontrollable forces.

Severability: If any provision of these Terms is found to be unenforceable or invalid, it shall be limited or removed to the minimum extent necessary, while the remaining clauses of these Terms shall remain in full force and effect.

Waiver: Our failure to enforce any provision of these Terms shall not be construed as a waiver of our right to enforce such provision at any time in the future.

Assignment: We reserve the right to transfer our rights under these Terms and provide the Services through an alternative entity, provided that the entity abides by these Terms. Users are not allowed to transfer any of their rights or obligations under these Terms without our prior consent.

22. Contact Us

Soma values your feedback, inquiries, questions, or concerns. If you need assistance or wish to contact us, please email us at support@somaworld.com. We endeavor to respond to all communications within 24 hours.