Neuromarketing Made Easy

    

General Website Terms and Conditions of Use

   

Last Updated: May 1, 2019.

 

1.              Scope of Use

  

Sorter, Inc. (“Sorter”) provides this website (www.sorter.com) (the “Site”) to you, the user of the Site (“you” or “your”), for your informational, noncommercial use, and subject to the following General Website Terms and Conditions of Use (these “Terms”). For the purpose of the following Terms, references to “we”, “us” and “our” include Sorter and its affiliates, subsidiaries, agents, representatives, successors and assigns. Using the Site to evaluate whether to enter into a business relationship with us will not constitute a commercial use for the purposes hereof. Certain other programs or services provided by us through linked websites or other channels may have additional terms and conditions regarding your use of those services, and nothing in these Terms is intended to modify such terms and conditions. Subject your compliance with these Terms and all applicable international, federal, state and local laws, rules, and regulations, we grant you a limited, revocable, nonexclusive, non-sublicenseable, non-transferable, license to use the Site solely for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. YOU MAY NOT USE THE SITE IF YOU DO NOT AGREE TO THESE TERMS.  

  

2.              Modifications to these Terms

  

We reserve the right to modify the Site and the rules and regulations governing its use at any time, including, without limitation, these Terms. Modifications will be posted on the Site and the “Last Updated” date at the top of this webpage will be revised. You understand and agree that if you use the Site after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms. We may make changes in the services and features provided on or through the Site at any time without prior notice to you.

3.              Restrictions on Use

  

You will not use the Site for any use other than the business purpose for which it was intended. It is a violation of these Terms for you to use the Site in violation of any applicable laws and regulations or in violation of the rules of any of our service providers You will not take any of the following actions with respect to the Site or the server hosting the Site nor will you use our Site to upload, post, email, distribute, transmit, link, solicit or otherwise make available any content or use the Site in any manner that: (i) uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise; (ii) decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Site or server hosting the Site; (iii) manipulates or otherwise displays the Site by using framing, mirroring or similar navigational technology or directly links to any portion of the Site other than the main homepage located at www.sorter.com; (iv) uses any robot, spider, scraper or other automatic or manual means to access the Site or copies any content or information on the Site; (v) removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of us or our affiliates, partners, suppliers or our licensors; (vi) modifies, adapts, improves, enhances or makes any derivative work from the Site; (vii) disables, overburdens, impairs or otherwise interferes with or interrupts the Site or any hardware, software, system or network connected with the Site; (viii) probes, scans, or tests the vulnerability of or breach the authentication measures of the Site or any related networks or systems; (ix) interferes with any other party’s use and enjoyment of the Site; (x) infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (xi) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (xii) is fraudulent, malicious or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions; (xiii) promotes or provides instructions for illegal activities; (xiv) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; (xv) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (xvi) attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means; or (xvii) accesses systems, data or information that we do not intend to be made accessible to you. Use of the Site is limited to persons eighteen (18) years of age or older.

  

4.              Privacy Policy

  

You may view a copy of our privacy policy here [https://www.sorter.com/terms] (“Privacy Policy”), which explains our practices relating to the collection and use of your information through or in connection with our Site. The Privacy Policy is incorporated into these Terms, and governs our use of your information and/or any information you submit or otherwise make available to us in connection with the Site.

5.              Other Terms and Conditions with Sorter

  

Certain features of the Site and services we provide may have additional and/or different sets of terms and conditions. These Terms may be superseded by other separate written agreements between you and us, but only to the extent such agreement specifically references these Terms and specifically states which set of terms and conditions control.  

  

6.              Registration, Security, and Equipment

  

If you use any of our services or provide us any information through the Site, such as your name, birth date, age, bank account information, credit card information, address, zip code, phone number, contact details, email address, and/or your password (collectively, your “Account Data”) for any accounts associated with you (your “Account(s)”), you agree to provide true, accurate, current, complete and up-to-date information. If you provide any information that is untrue, inaccurate, non-current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then we have the right to terminate or refuse any and all current or future access or use of the Site (or any portion thereof). We reserve the right to take any action that we deem necessary to ensure the security of the Site and your Account, including without limitation changing your password, terminating your Account, or requesting additional information to authorize transactions on your Account. You are solely responsible for keeping your Account Data and any security questions and responses associated with your Account confidential. Anyone with knowledge of or access to your Account Data or the security questions and responses associated with your Account can use that information to gain access to your Account. You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep your Account Data and the security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You will immediately notify us of any suspected or actual unauthorized access to or use of your Account Data or any other breach of your Account security. 

  

You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Site, and we reserve the right to change the access configuration of the Site at any time without prior notice. 

  

7.              No Warranties

THE SITE AND ALL MATERIALS ON THE SITE ARE PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE SITE OR ANY SERVICES, PRODUCTS, INFORMATION, OPINIONS, AND MATERIALS AVAILABLE THROUGH THE SITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION YOU OBTAIN FROM THE SITE BEFORE RELYING ON IT. USE OF THE SITE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE OR THE MATERIALS PROVIDED THROUGH THE SITE WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, OR ERROR-FREE. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12 BELOW, YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SITE SHALL BE TO DISCONTINUE USING THE SITE.

8.              Trademarks

  

All trademarks, service marks and logos that are used or displayed on the Sites are owned by us or our licensors. You must obtain our written permission prior to using any trademark or service mark of ours. Unauthorized use of any trademarks, service marks or logos used on the Site may be a violation of state, national and international trademark laws. Additionally, our custom icons, graphics, logos and scripting on the Site may be covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without our prior written permission.

  

9.              Reviews, Comments and Other Content

  

If you post or submit any reviews, comments, photos, statements, ideas, questions or other content, or any names or user names associated with any of the foregoing, to the Site or to us (collectively, the “Content”), you acknowledge and agree that all such Content will comply with these Terms (including, without limitation, Section 3 above) and you may not use any fake e-mail address or impersonate any other person or entity or otherwise mislead as to the origin of the Content. Unless we indicate otherwise, you grant us an irrevocable, perpetual, fully paid up, royalty-free, enterprise wide, worldwide license to copy, modify, sell create derivative works from, or otherwise use the Content on any media and in any form for our business purposes. You represent and warrant that all Content that you submit or post complies with any applicable guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements. You represent and warrant that all Content you submit to the Site or us is accurate, truthful and non-deceptive and that all Content has evidence to back up the claims made. 

  

10.           Violation of Rules and Regulations; Disclosure of Information

  

We reserve the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in the Site, including, without limitation, these Terms, including the right to block access from a particular Internet address to the Site. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, we reserve the right at all times to: (i) disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request; or (ii) edit, refuse to post or to remove any information or materials, in whole or in part, as applicable, in our sole discretion. 

  

11.           Indemnity

  

You agree to indemnify, defend, and hold us and our subsidiaries, affiliates, officers, agents, employees, contractors, partners and licensors harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, made by any third party due to or arising out of: (i) your use of the Site; (ii) your violation of these Terms; (iii) any Content you provide; (iv) your negligence, fraud, or willful misconduct; (v) your Account; and/or (vi) your violation of any law or regulation or any rights of another. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.

  

12.           Limitation of Liability

  

YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, SERVICES AND/OR PRODUCTS WE HAVE PROVIDED TO YOU ON OR THROUGH THE SITE, WHETHER OR NOT YOU HAVE PURCHASED OR PROVIDED ANY CONSIDERATION FOR SUCH, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITES; (B) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (C) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; (D) RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH USE OF THE SITE; OR (E) WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE, OR RELATED INFORMATION OR PROGRAMS, THAT ARISE IN CONNECTION WITH: (1) MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER; (2) INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE; OR (3) VIRUSES.

  

OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE SITE, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN FIFTY UNITED STATES DOLLARS ($50.00). YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE SITE WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS.

  

BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  

Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

  

13.           Third Party Sites

  

Some links in the Site may navigate you away from the Site or redirect you to other websites, including websites operated by third parties. The linked websites are not under our control, and the content available on the Internet sites linked to by the Site does not necessarily reflect our opinion or imply our recommendation or endorsement of the linked website or the opinions expressed therein. We are not responsible for the privacy practices of any other websites. Please be aware that those websites may collect personally identifiable information (“PII”) from or about you as well as non-PII about your visit. You should review the terms of use and privacy policies that are posted on any website that you visit, before using any linked websites. 

  

We are providing these links to other Internet sites as a convenience to you, and access to any other Internet sites linked to the Site is at your own risk. We are under no obligation to maintain any link on the Site and we may remove a link at any time in our sole discretion for any reason whatsoever. We will not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website or for any action you may take as a result of linking to any such website.  

  

14.           No Fiduciary Relationship

  

Except to the extent set forth in a separate agreement between you and us, there is no fiduciary relationship between you and us. These Terms do not create any relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.

  

15.           Right to Monitor

  

We reserve the right to actively monitor the use of the Site and use any information gathered during such monitoring for any permissible purpose under the Privacy Policy. Additionally, we may, at any time as we deem appropriate, remove any materials from the Site that, in our sole discretion, may be illegal, may subject us to liability, may violate these Terms, or are, in our sole discretion , inconsistent with our purpose for the Site.

  

16.           Electronic Communications

  

When you visit the Site or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms. 

  

17.           Governing Law and General Principles

  

The Site is operated by us from our offices within the United States of America. We make no representation that the information in the Site is appropriate or available for use in other locations, and access to the Site from territories where the contents of the Site may be illegal is prohibited. Those who choose to access the Site from other locations do so, on their own initiative and are responsible for compliance with applicable local laws. By using the Site, regardless of where you live or are located in the world, you consent to these Terms and any claims relating to the information, services or products made available through the Site will be governed by the laws of the State of Georgia, U.S.A., excluding the application of its conflicts of law rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in Fulton County, Georgia. If any provision of these Terms will be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. We may assign these Terms or any part of them without restriction or condition. You may not assign or otherwise transfer these Term or your rights under these Terms without our prior written consent and any assignment in violation of this prohibition will be null and void. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms. You agree that any claim you may have arising out of or related to your use of the Site or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

      

 

Privacy Policy

  

Last Modified: May 1, 2019

1.     Introduction

  

Sorter, Inc.  (“our”, “us”, and “we”) respect your privacy and are committed to protecting it through our compliance with this privacy policy (“Privacy Policy”).

  

This Privacy Policy describes the types of information we may collect from you, the user, (“you” and “your”) or that you may provide when you visit the website www.Sorter.com and any affiliated third party websites that may contain a link to this Privacy Policy, including, without limitation, any pages, facilities, services, or capabilities accessible on or by any top-level domain owned by us or any subsite, subdomain, subdirectory, virtual site, or virtual directory thereof (collectively, the “Website”) and our practices for collecting, using, maintaining, protecting, and disclosing that information.

  

This Privacy Policy applies to information we collect:

  

·         on or through the Website;

  

·         in email, text, and other electronic messages between you and any Website or us; and

  

·         when you interact with our advertising and applications on third party websites and services, if those applications or advertising include links to this Privacy Policy.

  

It does not apply to information collected by:

  

·         us through services we may provide third parties. 

  

·         any third party, including through any application or content (including advertising) that may link to or be accessible from or on the Website.

  

Please read this Privacy Policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, including our use and disclosure of your Personal Information, please do not use our Website and do not provide us with any of your information. By accessing or using the Website, you agree to the terms of this Privacy Policy and consent to our privacy practices described in this Privacy Policy, including our use and disclosure of your Personal Information as described below. This Privacy Policy may change from time to time see Section 2 (Changes to Our Privacy Policy), below. Your continued use of the Website after we make changes is deemed and treated as your acceptance of those changes, so please check the Privacy Policy periodically for updates. 

  

Please note that Sorter, Inc. is located in the United States and any information you provide to us may be stored in the United States. If you are visiting a Website from the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information about you, including personal information, to a country and jurisdiction that does not have the same data protection laws as the European Union, and you consent to the transfer of information about you, including your personal information, to the U.S.; and the use and disclosure of information about you, including your Personal Information, as described in this Privacy Policy. The Website is not directed for use by EU residents and we do not intentionally collect Personal Information from EU residents. If we find that we have collected Personal Information from EU residents, we promptly delete such information. 

  

2.     Changes to Our Privacy Policy

  

It is our policy to post any changes we make to our Privacy Policy on this page. If we make material changes to how we treat our users’ Personal Information, we will notify you [by email to the [primary] email address specified in your account[ [and/or] through a notice on the Website home]. [JD1] The date the Privacy Policy was last revised is identified at the top of this webpage as the “Last Modified” date. When you use any Website after any revisions or modifications to this Privacy Policy, you agree to and accept the revisions and modifications. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and this Privacy Policy to check for any changes.

  

3.     Children Under the Age of 18

  

Our Website is not intended for children under 18 years of age. No one under age 18 may provide any information to any Website. We do not knowingly collect information from children under 18 and do not direct our Website for use by individuals under the age of 18. If you are under 18, do not use or provide any information on the Website or on or through any of its features/register, make any purchases through the Website, use any of the interactive or public comment features of the Website or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at [email protected] and we will promptly remove the information.

  

4.     Information We Collect About You and How We Collect It

  

We collect several types of information from and about users of our Website, including information:

  

·         by which you may be personally identified, such as name, IP address, and e-mail [JD2] address (“Personal Information”);

  

·         that is about you but individually does not identify you, such as generalized demographic information about (for example age range, gender, etc.) and general location;[JD3]  and/or

  

·         about your internet connection, the equipment you use to access our Website and usage details.

  

We collect this information:

  

·         Directly from you when you provide it to us;

  

·         Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies; and

  

·         From third parties, for example, Google[JD4] .

  

4.1.         Information You Provide to Us.  The information we collect, including Personal Information, on or through our Website may include:

  

·         Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing or purchasing services or products we offer, or requesting services or information from us. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with our Website or ask us a question.

  

·         Records and copies of your correspondence (including email addresses), if you contact us.

  

·         Your responses to surveys that you choose to complete.

  

·         Details of transactions you carry out through our Website and of the fulfillment of your orders. You may be required to provide financial information before placing an order through our Website.

  

·         Your search queries on the Website.

  

While it is your choice whether to provide the requested information or not, we cannot provide certain services you may request if you do not provide the requested information.[JD5] 

  

4.2.          Information We Collect Through Automatic Data Collection Technologies and Do-Not-Track Signals.  As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

  

·         Usage Details. Details of your visits to our Website, including traffic data, generalized location data, logs, and other communication data and the resources that you access and use on the Website.

  

·         Device Information. We may collect information about your computer or mobile device and internet connection, including the device’s unique device identifier, IP address, operating system, browser type, mobile network information, and the device’s telephone number.

  

·         Location Information[JD6] . The Website collects real-time information about the location of your device including city, state, and country.

  

We also may use these technologies to collect information about your online activities over time and across third party websites or other online services (behavioral tracking). 

  

Do-Not-Track is a public-private initiative, http://www.w3.org/2011/tracking-protection/, that has developed a technical “flag” or signal that an end-user may be able to activate within their browser software to notify websites that they do not wish to be “tracked” by third parties as defined by the initiative. The initiative, however, has not reached a consensus as to exactly what technical or other actions those parties receiving the signal should take. As a result, Do-Not-Track has not yet been standardized and most websites, including us and our Website, do not alter their behavior or change their services when their websites receive a “do-not-track” flag or signal. 

  

The information we collect automatically may include personal information, but/or we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

  

·         Estimate our audience size and usage patterns;

  

·         Store information about your preferences, allowing us to customize our Website according to your individual interests;

  

·         Speed up your searches; and

  

·         Recognize you when you return to our Website.

  

The technologies we use for this automatic data collection may include:

  

·         Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website. 

  

·         Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Section 8 (Choices About How We Use and Disclose Your Information).

  

·         Web Beacons. Pages of our the Website and our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity). 

  

5.     Third Party Use of Cookies and Other Tracking Technologies[JD7] .

  

Some content or applications, including advertisements, on the Website are served by third parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our Website. The information they collect may be associated with your Personal Information or they may collect information, including Personal Information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content. 

  

We do not control these third parties' tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Section 8 (Choices About How We Use and Disclose Your Information).

  

6.     How We Use Your Information

  

We use information that we collect about you or that you provide to us, including any Personal Information:

  

·         To present our Website and its contents to you;

  

·         To provide you with information, products, or services that you request from us;

  

·         To fulfill any other purpose for which you provide it;

  

·         To provide you with notices about your account and or subscription, including expiration and renewal notices;

  

·         To carry out our obligations, including contractual obligations, and enforce our rights arising from any contracts entered into between you and us, including for billing and collection and to enforce our Terms of Use;

  

·         To notify you about changes to our Website or any products or services we offer or provide though it;

  

·         In any other way we may describe when you provide the information;

  

·         As set forth in a separate agreement between you and us;

  

·         To improve the Website by solving technical problems, to calculate overall usage statistics, for internal marketing and promotional purposes, and for service development and content improvement;

  

·          To maintain the security and integrity of the Website and our IT systems; and

  

·         For any other purpose with your consent.

  

We may also use your information to contact you about [our own and third parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please [check the relevant box located on the form on which we collect your data (the [order form/registration form])/adjust your user preferences in your account profile.] If you wish to stop receiving certain emails please click the “unsubscribe” link at the bottom of the email or notify us by email at [insert applicable email address]. For more information, see Section 8 (Choices About How We Use and Disclose Your Information).[JD8] 

  

We may use the information we have collected from you to enable us to display advertisements to our advertisers' target audiences. Even though we do not disclose your Personal Information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

  

We will retain your Personal Information for as long as necessary to fulfill the purpose(s) for which it was collected and to comply with applicable laws, and your consent to such purposes(s) remains valid during such time. When Personal Information is no longer needed or legally required, it will be permanently deleted or de-identified so that it can no longer be associated with a specific individual.[JD9] 

  

7.     Disclosure of Your Information

  

We may disclose non-personally identifiable information about our users, and information that does not identify any individual, without restriction. 

  

We may disclose Personal Information that we collect or you provide as described in this Privacy Policy:

  

·         To our parent companies, subsidiaries, and affiliates;

  

·         To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them;

  

·         To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our Website users is among the assets transferred;

  

·         To third parties to market their products or services to you if you have these disclosures (for more information, see Section 8 (Choices About How We Use and Disclose Your Information));

  

·         To fulfill the purpose for which you provide it. For example, if you give us an email address to use the "email a friend" feature of our Website, we will transmit the contents of that email and your email address to the recipients;

  

·         As set forth in any separate agreement between you and us; 

  

·         For any other purpose disclosed by us when you provide the information;

  

·         With your consent; and

  

·         [ANY OTHER TYPES OF THIRD PARTY DISCLOSURES[JD10] ].

  

We may also disclose your personal information:

  

·         To comply with any court order, law, or legal process, including responding to any government, law enforcement, or regulatory request;

  

·         To enforce or apply our terms of use http://www.sorter.com/terms (“Terms of Use”), other agreements, and any other documents included or referenced therein (all of which are incorporated into and made a part of this Privacy Policy by this reference); and

  

·         When we believe disclosure is necessary or appropriate to protect the rights, property, or safety of us, our customers, other users, service providers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection

  

8.     Choices About How We Use and Disclose Your Information

  

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information: 

  

·         Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.

  

·         Disclosure of Your Information for Third Party Advertising. If you do not want us to share your personal information with unaffiliated or non-agent third parties for promotional purposes, you can opt-out by [[checking the relevant box located on the form on which we collect your data (the [order form/registration form])/OTHER OPT-OUT METHOD]. You can also always opt-out by] [logging into the Website and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes or by] sending us an email stating your request to [Insert Sorter contact email].][JD11]  

  

·         Promotional Offers from us. If you do not wish to have your [email address/contact information used by us to promote our own or third parties' products or services, you can opt-out by [[checking the relevant box located on the form on which we collect your data (the [order form/registration form])/[OTHER OPT-OUT METHOD]] or at any other time by] [logging into the Website and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes or by] sending us an email stating your request to [Insert Sorter contact email]. If we have sent you a promotional email, you may send us a return email asking to be omitted from future email distributions. This opt out does not apply to information provided to us as a result of a product purchase, warranty registration, product service experience or other transactions.[JD12] 

  

·         Targeted Advertising[JD13] . If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers' target-audience preferences, you can opt-out by e-mailing [email protected]]. [For this opt-out to function, you must have your browser set to accept browser cookies.]] 

  

We do not control third parties' collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website, available here: http://optout.networkadvertising.org/?c=1#!/.[JD14] 

  

9.     Accessing and Correcting Your Information

  

If you have an account with us, you can review and change your personal information by logging into the Website and visiting your account profile page. 

  

You may also send us an email at [[email protected]] to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

  

10.  Your California Privacy Rights[JD15] [JD16] 

  

This section is required under California law. California residents are entitled to information about our practices regarding the sale of their Personal Information.   

  

California Civil Code Section § 1798.83 permits users of our Website that are California residents to request certain information regarding our disclosure of Personal Information to third parties for their direct marketing purposes. 

  

California residents may also request, after we have verified your identity, (i) the Personally Identifiable Information we have collected about you, (ii) the categories of Personally Identifiable Information we have collected from you and that we share for our business purposes, (iii) the third parties with who we share your Personally Identifiable Information, (iv) our commercial purpose for collecting the Personally Identifiable Information, and (v) the categories of sources from which we collected your Personally Identifiable Information. California residents may request, free of any charge (unless we are allowed by law to charge a fee), the Personally Identifiable Information we have collected from you through your account with us or, if you do not have an account with us, electronically or by mail at your option.  Please note that California law prohibits us from discriminating against you if you exercise your rights under this Section. 

  

You may also request that we and our service providers delete your Personally Identifiable Information, provided that we are not required by California law to delete your Personally Identifiable Information under certain situations, such as: (a) your Personally Identifiable Information is necessary for us to provide you with goods or services you have requested or we reasonably anticipate you to request (for example, an on-going monthly subscription you have not cancelled) or as necessary to perform a contract between you and us, (b) your Personally Identifiable Information is necessary for us to protect against malicious or illegal activity, (c) your Personally Identifiable Information is necessary for us to identify and repair errors with our existing functionalities, (d) we use your Personally Identifiable information solely for internal uses that are reasonably aligned with your expectations based on your relationship with us, (e) your Personally Identifiable Information is necessary for us to comply with a legal obligation, or (f) we otherwise use your Personally Identifiable Information lawfully and in a manner that is compatible with the context in which you provided your Personally Identifiable Information.  

  

To make a request the information we have described in this Section or make any other requests under this Section, please see Section 15 (Contact Information) of this Privacy Policy to contact us.

  

11.  Data Security

  

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. 

  

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. 

  

Unfortunately, the transmission of information via the internet is not completely secure and can potentially be intercepted or incorrectly routed. Although we do our best to protect your Personal Information, we cannot guarantee the security of your Personal Information transmitted to our Website. Any transmission of Personal Information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on any Website. Please consider this before submitting any information to us or through the Website.

  

12.  Credit Card Processing and Data Security

  

We do not receive funds directly from you when you use the Website to purchase our services or products. We utilize a third party billing and payment processing gateway, provided by Stripe, Inc., who provides the infrastructure and security necessary to provide secure transmission of your credit card transaction data. Stripe, Inc.’s terms of service are available at https://stripe.com/us/legal] and its privacy policy is available at https://stripe.com/us/privacy, which are incorporated by reference herein. We can only accept credit cards for processing through our secured payment-processing gateway. Although we do not control the security environment for them and cannot make any guarantees regarding the secure processing of your credit card transaction data, we want to inform you that our credit card processor is compliant with the Payment Card Industry Data Security Standard (“PCI DSS”) as a Level 1 service provider. We require that our credit card processors are compliant with PCI DSS. PCI DSS is the bankcard industry’s stringent security standard. Examples of our credit card processor’s security measures include: physical, electronic, and procedural safeguards; sophisticated security monitoring tools; documented security policies; use of strong encryption for transmissions of order information to and from our customers; restricting access to personal information; and periodic security audits by third party security experts.

  

13.  Social Media

  

Any information, communications, or material of any type or nature that you submit to us through a third party website including, but not limited to, any of our Website or accounts contained on a social media platform or website such as Facebook, Instagram, LinkedIn, or Twitter, whether by e-mail, posting, messaging, uploading, downloading, or otherwise (collectively, a “Submission”), is done at your own risk and without any expectation of privacy. By visiting any Website that is contained on a social media platform and/or website, you are representing and warranting to us that you have reviewed the applicable social media platform’s or website’s privacy policy and terms of use and that you will abide by all such provisions contained therein. We cannot control the actions of the providers or the other users of any social media platform or website and we are therefore not responsible for any content or Submissions contained on such websites or platforms. We do not guarantee the privacy and safety of those areas. We encourage you to be wary of providing any of your personal information in such public forums. The information you submit can be collected and used by people you do not know. Again, your use of those features and your Submissions are fully at your own risk.

  

14.  Monitoring and Enforcement

  

We have implemented various measures to monitor compliance with and enforce the elements in this Privacy Policy; however, we expressly disclaim the obligation to monitor such compliance. If you have a privacy related inquiry, complaint or dispute, please contact us at the postal address, telephone number, or e-mail listed in Section 15 (Contact Information) of this Privacy Policy.

  

15.  Contact Information

  

To ask questions or comment about this Privacy Policy and our privacy practices, contact us at: 

  

[email protected]

  

3423 Piedmont Rd NE #389

  

Atlanta, GA 30305 

          

            

 

SORTER CUSTOMER TERMS

 

Last Updated: March 27, 2019

 

THESE SORTER TERMS (the “Agreement”), is entered into by and between Sorter, Inc. (“Sorter”), and you, the user, or,  the organization or entity on whose behalf you are using the Pilot Software Services, agreeing to the terms of this Agreement (the “Pilot Participant”). This Agreement governs the Pilot Participant’s access to and use of the Pilot Software Services. By clicking “I agree” on Sorter’s sign up page or signing Pilot Participant’s separate written agreement for the Pilot Software Services, Pilot Participant agrees to the terms of this Agreement  as of the date of such agreement (the “Effective Date”).  Sorter reserves the right to modify the Pilot Software Services and the rules and regulations governing its use, at any time, including, without limitation, the terms of this Agreement.  Modifications will be posted on the website of the Pilot Software Services and Sorter will provide Pilot Participant with notice of such change, including, without limitation by revising the “Last Updated” date at the top of this webpage.  Pilot Participant understands and agrees that if it use this Pilot Software Services after the date on which the terms of this Agreement have changed, Sorter will treat Pilot Participant’s use as acceptance of the updated terms of this Agreement.  

  

1. Definitions

  

The following terms have the meanings provided in this Section 1.

   

1. “Authorized User” means an employee (agents or independent contractors of the Pilot Participant) designated by the Pilot Participant to access the Pilot Software Services pursuant to Section 5.

 

2. “Confidential Information” shall have the meaning set forth in Section 9.

 

3. “Participant Data” means the data provided by the Pilot Participant.

 

4. “Payment Method” means a current, valid, accepted method of payment that Pilot Participant provides to Sorter, as the Pilot Participant may update from time to time and which may include payment through Pilot Participant’s account with a third party.

 

5. “Pilot Software Services” means Sorter’s proprietary software services that analyze Participant Data and any additional services agreed in writing by the parties, including, without limitation, Sorter’s website located at www.sorter.com and any subdomain thereof.

 

6. “Program Fee” means the amount(s) invoiced to Pilot Participant or charged to Pilot Participant or its account by Sorter for the Services as described herein or in any applicable separate agreement between Sorter and Pilot Participant, in which case, the payment terms in such separate agreement will supersede the payment terms specified herein. 

 

7. “Purpose” shall mean evaluation of the Pilot Software Services by the Pilot Participant for use in the Pilot Participant’s business.

 

8. “Trial Period” shall mean ninety (90) days from the date of this Agreement.

     

2. Services and Term

     

2.1. In consideration of the mutual obligations of the parties hereunder, Sorter will use reasonable efforts to make available to the Pilot Participant the Pilot Software Services in accordance with this Agreement. Subject to the terms of this Agreement, Sorter grants to Pilot Participant a non-exclusive, non-transferable, non-sublicenseable, revocable, time-limited license, for the Trial Period, to display, access, and use the Pilot Software Services solely for Pilot Participant’s internal use in accordance with the Purpose in the ordinary course of Pilot Participant’s business.

 

2.2. The Pilot Software Services are provided to the Pilot Participant during the Trial Period only. The Trial Period Agreement will begin on the Effective Date and shall remain in effect for the duration of the Trial Period unless terminated earlier in accordance with the terms of this Agreement.  Should the Pilot Participant request an extension of the Trial Period for the provision of the Pilot Software Services or additional services after the Trial Period, the parties shall enter into good faith discussions to conclude on the terms and conditions for the provision of such services.

 

2.3. Sorter reserves the right to discontinue the Pilot Software Services and/or terminate or suspend this Agreement and Pilot Participant’s use of the Pilot Software Services immediately upon written notice if the Pilot Participant breaches this Agreement the Pilot Participant’s breach is not curable and, if such breach is curable, fails to cure such breach within thirty (30) days.  In addition, and without limiting the foregoing, Sorter may terminate or suspend this Agreement and/or the Pilot Software Services for any other reason as determined in good faith by Sorter.  In no event will Sorter be liable for any damages or subject to any penalty as a result of Sorter exercising the right to suspend or terminate this Agreement or the Pilot Software Services.   

 

2.4. Sorter reserves the right at any time not to release or to discontinue release of any Pilot Software Services and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Pilot Software Services.

 

2.5. Any upgrade, update, modification, hotfix, patch, or add-on to the Pilot Software Services provided by Sorter is subject to the terms of this Agreement unless modified by Sorter, at Sorter’s sole discretion.

 

3. Fees

 

3.1. Pilot Participant will pay Sorter all applicable Program Fees for the Services, in the currency the Program Fee(s) are charged to Pilot Participant. Pilot Participant authorizes Sorter to charge Pilot Participant for all applicable Program Fees using Pilot Participant’s selected Payment Method.   To use the Pilot Software Service, Pilot Participant must provide one (1) or more Payment Methods. Pilot Participant can update its Payment Methods by going to its “Profile” page or use a different Payment Method by entering the applicable information on the payment page. Sorter may also update Pilot Participant’s Payment Methods using information provided by the payment service providers. Following any update, Pilot Participant authorizes Sorter to continue to charge the applicable Payment Method(s). Pilot Participant authorizes Sorter to charge any Payment Method associated with Pilot Participant’s account in case Pilot Participant’s primary Payment Method is declined or no longer available to Sorter for payment of Pilot Participant’s Program Fee(s). Pilot Participant remains responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Pilot Participant does not cancel its account, Sorter may suspend Pilot Participant’s access to the Pilot Software Service until Sorter has successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge Pilot Participant certain fees, such as foreign transaction fees or other fees relating to the processing of Pilot Participant’s Payment Method. It is Pilot Participant’s responsibility to check with its Payment Method service provider for details.  All payment obligations under this Agreement are non-cancelable and all payments made are non-refundable.

 

3.2. If Pilot Participant enter into a monthly service program with Sorter, the Program Fees Pilot Participant may incur in connection with Pilot Participant’s use of the Pilot Software Services, such as Taxes and possible transaction fees, will be charged on the fifteenth (15th) day of each month until terminate this Agreement. Program Fees are fully earned upon payment. In some cases, Pilot Participant’s payment date may change, for example if Pilot Participant’s Payment Method has not successfully settled.  Pilot Participant will provide complete and accurate billing and contact information to Sorter.

 

3.3. Sorter reserves the right to adjust pricing for the Pilot Subscription Service or any components thereof in any manner and at any time as Sorter may determine in its sole and absolute discretion. Except as otherwise expressly provided for in this Agreement, any price changes will take effect following notice to Pilot Participant, which may include a revised price on the applicable payment page.

 

3.4. Program Fees and all other fees charged or invoiced pursuant to this Agreement, including, without limitation Support Fees, do not include in its price any transaction taxes, which may include local, state, or federal taxes, levies, duties or similar governmental assessments of any nature (“Taxes”).  Pilot Participant is responsible for paying all Taxes imposed on the Pilot Software Services, Deliverables, or any other services provided under this Agreement except for taxes on Sorter’s net income.

 

4. Security, Privacy & Data Protection

 

4.1. The Pilot Participant has sole responsibility for the legality, reliability, integrity, accuracy and quality of Participant Data and represents and warrants that it has complied with all applicable laws in the collection of such Participant Data and has full authority to transfer such Participant Data to Sorter and for Sorter to use the Participant Data as set forth herein.  Pilot Participant further represents and warrants that it has not used any robot, spider, scraper or other automatic or manual means to collect the Participant Data with sufficient prior authorization.

 

4.2. The Pilot Participant shall not upload any personally identifiable information related to citizens of any Member State of the European Union or of any individual under eighteen (18) years of age, regardless of his or her location.    

 

4.3. Pilot Participant agrees that Participant Data may be transferred or stored in any country where Sorter or Sorter affiliates or subcontractors have facilities to provide or support the Pilot Software Services.

 

4.4. Pilot Participant shall take reasonable security precautions to prevent any unauthorized individual or entity from using or accessing the Pilot Software Services, and shall comply with all reasonable Sorter security specifications or instructions provided from time to time in order to prevent the Pilot Software Services from being used or accessed in a manner that is not in accordance with the terms and conditions of this Agreement. Pilot Participant and each Authorized User, is specifically prohibited from reverse engineering, or performing dynamic or static scanning of, the Pilot Software Service and if Pilot Participant (or such third party) engages in any such prohibited act, it shall constitute a material breach of this Agreement. In addition, Sorter reserves the right to block IP addresses or malicious threats that may pose security threats to the Pilot Software Service or related infrastructure on an as-needed basis and shall have no liability therefor.

 

5. Responsibilities of the Pilot Participant

 

5.1. The Pilot Participant shall designate a project manager or administrator to whom Sorter may address all communications and notices required hereunder, and who shall have complete responsibility for the Pilot Participant’s performance in all aspects of this Agreement. The Pilot Participant’s project manager shall be responsible for providing Sorter’s personnel with information, including, without limitation Participant Data, reasonably requested by Sorter to enable the provision of Pilot Software Services hereunder.

 

5.2. The Pilot Participant shall ensure that that Pilot Software Service access passwords and usernames allocated to the Pilot Participant’s Authorized Users and security procedures shall be treated as confidential and that each of Pilot Participant’s Authorized Users receives a unique username and password that shall not be shared with or used by any other users.

 

5.3. The Pilot Participant is responsible and liable for its Authorized Users’ use of the Pilot Software Services.

 

5.4. Pilot Participant agrees to provide timely feedback, which may include conferences with Sorter’s representative(s) and/or written evaluations (the “Feedback”) to Sorter in relation to the Pilot Software Services and Deliverables and that Sorter will have no confidentiality with respect to such Feedback.  Pilot Participant hereby grants to Sorter and its designees a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, transferrable, sublicenseable, license to copy, modify, create derivative works, publicly display, disclose, distribute, license, and sublicense through multiple tiers of distribution and licensees, incorporate and other use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes. 

 

5.5. Pilot Participant shall not: (i) modify or copy the Pilot Software Service or Deliverables or create any derivative works based on the Pilot Software Service or Deliverables; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Pilot Software Service or Deliverables available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Pilot Software Service, including but not limited to, any software, scoring models, or other data-driven models utilized by Sorter in the provision of the Pilot Software Service and Deliverables, except to the extent required by applicable law; (iv) access the Pilot Software Service or Deliverables in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Pilot Software Service or Deliverables.

 

5.6. Pilot Participant will immediately notify Sorter if Pilot Participant becomes aware of any actual or potential claims by a third party arising in respect Pilot Participant’s use of the Pilot Software Services and/or the Deliverables. 

 

5.7. When Sorter personnel are assigned to perform tasks at the Pilot Participant’s premises, the Pilot Participant shall, at no cost or expense to Sorter, provide Sorter satisfactory office space and facilities to the extent reasonably necessary for the performance of the Pilot Software Services.

 

5.8. Pilot Participant will defend, indemnify and hold harmless Sorter and its affiliates, directors, officers, employees, and agents (collectively, the “Indemnitees”), from and against any and all loss, damage, fines or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Sorter by a third party arising out of or in connection with Pilot Participant’s or its Authorized Parties’ breach of this Agreement and/or the use of the Pilot Software Service. The Indemnitee shall provide the Pilot Participant with prompt notice of any Claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with Pilot Participant in connection with any such Claim, at Pilot Participant’s expense.  Pilot Participant will defend the Indemnitees at the Indemnitees’ request, provided that failure to give notice shall not relieve Pilot Participant of its obligations under this Section 5.8.  Pilot Participant shall be entitled to control the handling of any such Claim and to defend or settle any such Claim, in its sole discretion, with counsel of its own choosing, except that any settlement for other than money damages shall be subject to the approval of the Indemnitee, which approval shall not be unreasonably withheld.

 

5.9. Pilot Participant represents, warrants, and covenants that: (i) if an individual, Pilot Participant is eighteen (18) years of age or older; and (ii) if acting on behalf of an entity, that the user entering into this Agreement has all necessary authority to enter into this Agreement and bind such entity to the terms of this Agreement.  

 

6. Responsibilities of Sorter

 

6.1. Sorter will provide to Pilot Participant the deliverables (if any) set forth in the Deliverables Exhibit (the “Deliverables”), attached hereto as Exhibit A and incorporated and made a part of this Agreement by this reference, for Sorter’s use in its internal business purposes during the Trial Period.   

 

6.2. If applicable and explicitly included in Exhibit A, Sorter will provide Implementation Support (as such term is defined in Exhibit A) to Pilot Participant. Pilot Participant will be responsible for any costs and expenses incurred by Sorter in its provision of the Implementation Support, including, without limitation, advertising costs, digital and physical material purchases, web hosting, and design costs (“Support Fees”).  Sorter will invoice Support Fees, if any, to Pilot Participant and the Support Fees will be due and payable in accordance with the terms set forth in Section 3.

 

6.3. Sorter is not required or responsible to supply any required hardware or software necessary for proper operation of the Pilot Software Services or Deliverables.   

 

7. No Warranties

   

Sorter and its third-party providers make the PILOT SOFTWARE Services available on an "as is" basis and make no warranties or representations of any kind express, implied or statutory regarding the use, accuracy, completeness or timeliness of the Pilot Software Services OR deliverables. Sorter disclaims all express and implied warranties including, but not limited to, any warranties of merchantability, NON-INFRINGEMENT, and fitness for a particular purpose.

   

8. Limitation of Liability

 

8.1. IN NO EVENT WILL SORTER, ITS AFFILIATES OR THIRD PARTY PROVIDERS BE LIABLE TO THE PILOT PARTICIPANT OR TO ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, LOSS PROFITS OR ANY OTHER SIMILAR DAMAGES OR LOSSES FOR ANY CLAIM IN CONTRACT, EQUITY OR NEGLIGENCE OR OTHERWISE ARISING OUT OF OR RELATING TO THE PILOT SOFTWARE SERVICES OR THIS AGREEMENT, EVEN IF SORTER, ITS AFFILIATES OR THIRD-PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

 

8.2. PILOT PARTICIPANT EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE. NOTE: SOME STATES DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO PILOT PARTICIPANT.

 

8.3. Sorter is not responsible for any loss of data or for any other loss or liability related to or associated with Pilot Participant’S inability to access or use Sorter’S Network or the PILOT SOFTWARE ServiceS.

 

8.4. PILOT PARTICIPANT AGREES THAT EVEN IF A COURT OR ARBITRATION AUTHORITY DECIDES THAT SORTER’S BREACH OF THIS AGREEMENT, A FAILURE OF SORTER’S NETWORK OR THE PILOT SOFTWARE SERVICE, OR SORTER’S NEGLIGENCE CAUSED OR ALLOWED ANY HARM OR DAMAGE (WHETHER PERSONAL INJURY, DEATH OR PROPERTY LOSS) TO PILOT PARTICIPANT OR ANY THIRD PARTY, PILOT PARTICIPANT AGREES THAT SORTER’S TOTAL LIABILITY SHALL BE LIMITED TO $500.  PILOT PARTICIPANT FURTHER AGREE THAT THIS SHALL BE THE ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY OR PRODUCT LIABILITY) IS USED TO DETERMINE THAT SORTER WAS LIABLE FOR THE INJURY OR LOSS.  PILOT PARTICIPANT ACKNOWLEDGES AND AGREES THAT IF SORTER WERE TO HAVE ANY LIABILITY GREATER THAN THE AMOUNTS DESCRIBED IN THIS AGREEMENT, SORTER’S RISK OF LIABILITY WOULD BE TOO GREAT AND SORTER COULD NOT PROVIDE THE PILOT SOFTWARE SERVICES TO PILOT PARTICIPANT.  NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT BY PILOT PARTICIPANT OR ON PILOT PARTICIPANT’S BEHALF (INCLUDING WITHOUT LIMITATION BY ANY AUTHORIZED USER) MORE THAN ONE YEAR AFTER THE DATE THE CAUSE OF ACTION HAS ACCRUED.

 

9. Confidentiality

 

9.1. In consideration of the disclosure by a party (the “Disclosing Party”) of any information of confidential nature, which may include, without limitation, features and modes of operation, techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and functional specifications, analysis and performance information, user documentation, and any other technical information, plans, data, and other information disclosed that is or should reasonably be known to be confidential (collectively, “Confidential Information”), provided that “Confidential Information” does not include Participant Data to the extent it would limit the Sorter’s license to Participant Data as set forth in Section 10.2, the recipient of such information (the “Receiving Party”) undertakes that it will respect and preserve the confidentiality of the Confidential Information, in a manner no less protective than the manner in which it protects its own Confidential Information, and in no event with less than reasonable care.  The Receiving Party shall not without the prior written consent of the Disclosing Party:

  

(a) communicate or otherwise make available the Confidential Information to any third party; or

 

(b) use the Confidential Information itself for any commercial, industrial or other purpose other than the Purpose; or

 

(c) copy, adapt, or otherwise reproduce the Confidential Information save as strictly necessary for the Purpose.

  

9.2. The Receiving Party may disclose Confidential Information or any part thereof, without the prior consent of the Disclosing Party, to any employee of the Receiving Party who needs access to the Confidential Information in connection with the Purpose. In such an event, the Receiving Party agrees to ensure, before such disclosure, that the employee in question is made aware of the confidential nature of the Confidential Information and understands that he/she is bound by conditions of secrecy no less strict than those set forth herein. The Receiving Party agrees to monitor the use of the Confidential Information by these employees and to enforce their obligations of confidence at the request of the Disclosing Party.    

 

9.3. The obligations contained in this Section 9 shall not apply, or shall cease to apply, to such part of the Confidential Information as the Receiving Party can show to the reasonable satisfaction of the Disclosing Party:

  

(a) has become public knowledge other than through the fault of the Receiving Party or an employee or director of the Receiving Party to whom it has been disclosed in accordance with Section 9.2 above; or

 

(b) was already known to the Receiving Party prior to disclosure to it by the Disclosing Party; or

 

(c) has been received from a third party who neither acquired it in confidence from the Disclosing Party, nor owed the Disclosing Party a duty of confidence in respect of it. 

    

   

9.4. Except for Participant Data and any analyses, studies and other materials created by Sorter from the Participant Data, upon termination or expiration of this Agreement, the Receiving Party shall return to the Disclosing Party all copies of all or any part of the Confidential Information which have been provided to the Receiving Party pursuant to this Agreement, together with all analyses, studies and other materials produced by the Receiving Party which contain, or could reveal, all or any part of the Confidential Information, and any summaries (in whatever form) prepared by the Receiving Party of oral Information disclosed by the Disclosing Party.

 

9.5. Notwithstanding anything to this Section 9, Sorter may use Pilot Participant’s name and logo in lists of customers and on its website and in its marketing materials.  For the avoidance of doubt, this Section 9 does not prohibit Sorter from: (i) referencing Pilot Participant’s name in a verbal format (including in an earnings call); or (ii) using Pilot Participant’s name and logo internally.     

 

10. Ownership

 

10.1. Ownership of any intellectual property rights in: (i) the Pilot Software Services and (ii) any documents provided or prepared by Sorter for the Pilot Participant for the purpose of Sorter’s performance of its obligations hereunder, including any Deliverables; (iii) any works derived from subsections (i), (ii), and (iv) any other literary works or other works of authorship created by Sorter, its personnel, employees, subcontractors or consultants, including algorithms, databases, manuals, training materials and documentation (collectively, “Sorter Materials”), shall as between Sorter and Pilot Participant vest or remain vested in Sorter or any other entity as Sorter may in its sole discretion elect.  

 

10.2. Pilot Participant hereby grants to Sorter and its designees a non-exclusive, perpetual, worldwide, royalty-free, irrevocable, transferrable, sublicenseable, license to copy, modify, create derivative works, incorporate and otherwise use the Participant Data, including derivative works thereto, for Sorter’s internal business purposes.  For the avoidance of doubt, the parties hereby acknowledge and agree that Sorter will own all right, title, and interest to any improvements, modifications, new features, capabilities or characteristics, enhancements, or other changes made to the Pilot Software Services through the Pilot Software Services’ processing or use of the Participant Data, creation of Deliverables, or the provision of the Pilot Software Services to Pilot Participant hereunder. 

 

10.3. Except as set forth in this Section 10, as between Pilot Participant and Sorter, Pilot Participant retains ownership of its Participant Data.  

 

10.4. This Agreement does not grant Pilot Participant any rights in connection with any copyright, patent, trademark, or trade secret of Sorter except for what is explicitly provided under this Agreement. 

 

11. Miscellaneous

 

11.1. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt.  Notices to Sorter will be sent to 3423 Piedmont Rd. NE, Atlanta, Georgia 30305.  Notices to Pilot Participant will be sent to the email address that Pilot Participant provides when creating an account for the Pilot Software Services. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.

 

11.2. No modifications of this Agreement shall be valid or binding on either party unless acknowledged in writing and signed by the duly authorized officer of each party.

 

11.3. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from any cause beyond the reasonable control of such party, including but not limited to labor disputes, strikes, other labor or industrial disturbances, acts of God, floods, lightning, shortages of materials, utility or communication failures, earthquakes, casualty, war, riots, actions, restrictions, regulations or orders of any government, agency or subdivision thereof.

 

11.4. If any provision of this Agreement should be held to be invalid, unlawful or unenforceable to any extent, such term shall be severed from the remaining terms which shall continue to be valid to the fullest extent permitted by law.

 

11.5. Neither party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other party, except that Sorter shall be entitled to assign or transfer its rights or obligations hereunder to an affiliate or in connection with a merger, acquisition, reorganization, by operation of law, or sale of all or a material portion of Sorter’s assets or business operations related to this Agreement without Pilot Participant’s prior written consent. The obligations of Sorter under this Agreement, including without limitation, hosting and infrastructure services, may be performed by third party subcontractors or consultants. 

 

11.6. The parties are independent contractors.  This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  There are no third-party beneficiaries to this Agreement.

 

11.7. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right.  Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

 

11.8. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  Notwithstanding any language to the contrary therein, no terms or conditions stated in a Pilot Participant purchase order or in any other Pilot Participant order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this agreement, and further agree that electronic signatures to this agreement shall be legally binding with the same force and effect as manually executed signatures.

 

11.9. Sections 1, 3, 4, 5.4-5.6, 5.8, and 7-12 and all definitions of defined terms shall survive the expiration or termination of this Agreement.

 

12. Governing Law and Disputes

   

This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Georgia, without reference to: (i) the conflicts of laws principles thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods.  Each party hereby submits itself to the jurisdiction of the State of Georgia and agrees that, for the purposes of any action brought by such party under this Agreement, the exclusive venue for any claims shall be the state courts located in Fulton County, Georgia, or the Federal District Court for the Northern District of Georgia located in Fulton County, Georgia.  Sorter may, pursuant hereto, bring any action hereunder or any claim for money due in the aforementioned United States District Court, or, at its sole option, may bring any action in any other court of competent jurisdiction. 

 

Exhibit A

 

DELIVERABLES EXHIBIT

THIS DELIVERABLES EXHIBIT (this “Exhibit”) is included as part of the Pilot Agreement (the “Agreement”) is entered into by and between Sorter, Inc. (“Sorter”), and Pilot Participant as of the Effective Date. All capitalized terms used but not otherwise defined in this Exhibit will have the meanings set forth in the Agreement.

1. Deliverables.

The Deliverables under the Agreement will include:

 

• Sorter will provide a predicted communication archetype (e.g. “Mover”, “Motivator”, “Collaborator”, “Thinker”, or similar nomenclature) for the available person(s) in the Pilot Participant’s specified database.

 

• Sorter will process the number of individual persons as agreed upon between Sorter and Pilot Participant, as they are made identifiable by their associated and unique email address, within the Pilot Participant’s specified database or as such are uploaded to the Pilot Software Services by Pilot Participant. Any additional persons outside of preexisting agreements to be processed will be subject to additional fees.

 

• In accordance with the predicted communication archetype, Sorter will provide suggested communication methods and marketing strategies. 

 

• Sorter will also provide support for Pilot Participant’s implementation of marketing recommendations from Sorter that Sorter, in its sole discretion, feels is appropriate and necessary (“Implementation Support”). 

Sorter, Inc.

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