Socontra Terms of Service

Date: April 21st, 2025

The Socontra Terms of Service are entered into by and between Socontra, Inc., a Delaware corporation (“Socontra”) and you and any registered users (together referred to as the “Client”) of the Socontra Platform. If you accept these Terms of Service on behalf of a company or legal entity, then you represent and warrant that you are authorized to bind such an entity to these Terms of Service agreement. By clicking “Accept and Register” you agree to all the provisions in these Terms of Service agreement.

1. Access and use of the Socontra Platform

1.1 Pre-release: The Socontra Platform is currently under development and is provided to Clients as a pre-release version to try and use “as-is”, without express or implied warranty and indemnity. Socontra will have no liability for, and Client hereby releases Socontra from any liability or damage arising out of or in connection with any pre-release versions of the Socontra Platform. Socontra will not be liable for damages or harm arising out of or in connection with the Socontra Platform pre-release versions. The Socontra Platform may be discontinued at any time. There is no obligation for Socontra to maintain any level of service availability, uptime or user support.

1.2 Changes to Terms of Service: Socontra reserves the right to change or modify these Terms of Use at any time. This page contains the latest version of the Terms of Service, and the date it was last revised. If the Client does not agree with these Terms of Service, then the Client will immediately stop using the Socontra Platform.

1.3 Authorized Users. Only authorized users are permitted to use the Socontra Platform. The Client is solely responsible for ensuring that only authorized users access the Socontra Platform and ensuring that the security token generated for the Client (which enables agents to access the Socontra Platform) is kept secure and only provided to authorized users of the Socontra Platform. Authorized users include: individuals; Client’s employees, contractors and consultants that are directly associated with the Client’s use of the platform; and users of the Client’s developed software applications, products or services that utilize the Socontra Platform. The Client must ensure that all authorized users abide by all applicable laws, for all countries and jurisdictions, where the Socontra Platform is used.

1.4 License to use: Socontra hereby grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Socontra Platform.

1.5 Restrictions of use: The Client may not directly or indirectly and may not authorize any users or third party to:

1.5.1 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying structure, ideas, know-how or algorithms of the Socontra Platform or related materials;

1.5.2 translate, modify, or create derivative works based on the Socontra Platform;

1.5.3 use the Socontra Platform for any unlawful or harmful purposes, or communicate any unlawful or harmful data;

1.5.4 or use the Socontra Platform to develop a similar competing product or service.

1.6 Access revocation: Socontra reserves the right to revoke the Client’s access to the Socontra Platform.

1.7 Client data protection: Socontra will endeavor to protect the security, integrity and confidentiality of the Client’s data that is input or communicated using the Socontra Platform. Socontra will not be held liable for any data breaches in relation to pre-release versions of the Socontra Platform.

1.8 Third party services: The Socontra Platform may utilize third party products and services, infrastructure, libraries and modules. Socontra will not be held liable for any disruptions or damage caused in relation to third party services. The Client acknowledges that data that may be transferred to third parties to enable the effective operation of the Socontra Platform, where third party services may be governed by different Terms of Service, data protection and security provisions.

1.9 Excessive use: Excessive use of the Socontra Platform may lead to suspension of the Client’s account, preventing the Client’s users and agents from accessing the Socontra Network. Excessive use includes registering an excessive number of agents, creating an excessive number of Socontra groups, or excessive agent-to-agent interactions which are not paid commercial transactions, which occur without a valid business purpose, or is considered a Denial of Service (DoS) attack or hostile usage designed to unnecessarily consume Socontra Platform resources. Strict limits to Socontra usage apply for Socontra pre-release versions. It will be at Socontra’s sole discretion as to whether any Client is excessively using the Socontra Platform.

2. Fees and payment

2.1 Non-commercial agent-to-agent interactions: The Client can use the Socontra Platform at no cost, for development and production, and for commercial applications, web agents, or internal or open multi-agent systems, only where agent-to-agent interactions do not involve commercial transactions, as described in section 2.2.

2.2 Commercial transactions: Socontra will charge a 3% transaction fee for all agent-to-agent interactions that facilitate commercial transactions. Commercial transactions are interactions between agents using the Socontra Platform that involve payment for any type of good or service, including payments made in the case where software agents need to pay a fee to join Socontra groups. The 3% transaction fee will be charged on the full sale or purchase price associated with the transaction, and charged to the Client that represents the seller or supplier party of the transaction. The 3% fee is exclusive of taxes.

2.3 Liability: The Client is liable for paying Socontra the fees in accordance with the payment terms in 2.4. The Client is liable for any fees incurred by software agents which are registered under the Client’s account, identified by the Client’s ‘Client Public ID’. If the Client uses the Socontra Platform to develop commercial applications, then it is the Client’s responsibility to ensure that any incurred fees are collected from, or paid by, users of the commercial application. All payment obligations are non-cancelable and non-refundable.

2.4 Payment terms: Unless otherwise agreed: all fees will be billed monthly and in arrears for fees accrued in the previous month; payments are due 30 days from the billing date; payments must be made in United States Dollars (USD); and the Client is responsible for paying any domestic or foreign taxes associated with the bill. The Client must ensure that the Socontra Platform user account contains complete and accurate billing information at all times.

2.5 Suspension: The Client’s access to the Socontra Platform may be suspended if: (a) the Client does not pay the fees by the due date, or; (b) Socontra reasonably suspects that the Client is using the Socontra Platform to facilitate commercial transactions but is using the Socontra Platform in a way as to circumvent payment of fees. Suspension will block the Client’s users and registered software agents from accessing the Socontra Platform. Socontra may terminate these Terms of Service agreement if the suspended Client does not resolve the matter within 30 days (refer section 4.2).

3. Intellectual Property (IP)

3.1 Ownership and reservation of rights: As between Socontra and the Client, Socontra retains all rights, title, interest in, and all intellectual property rights in the Socontra Platform and Socontra confidential information. Socontra grants no, and reserves any and all, rights with respect to the Socontra Platform other than the rights expressly granted to Client under these Terms of Service.

3.2 Client data: The Client will retain ownership of Client data. The Client hereby grants Socontra a world-wide, non-exclusive, royalty-free, fully paid up right and license to store, access and use the Client data in order to: provide the Socontra Platform under these Terms of Service; support and improve the Socontra Platform and related services provided to users; conduct analysis and create reports or publications based on aggregated data that may include the Client’s data; and for other Socontra business purposes, both technical and commercial.

3.3 Feedback: The Client or its users may from time to time provide suggestions, recommendations, or ideas for improvements or additional features to improve or enhance the Socontra Platform (Feedback). The Client hereby grants Socontra a world-wide, irrevocable, perpetual, fully paid up, royalty-free license to use or develop such Feedback without any restrictions or attribution.

4. Term and termination

4.1 Term: These Terms of Service will commence from the date that the Client accepts this agreement by clicking ‘Accept and Register’ on the Socontra Platform registration page; and remain in effect for as long as the Client uses the Socontra Platform or has any outstanding fees due, or until terminated in accordance with section 4.2.

4.2 Termination for breach: Either party may terminate these Terms of Service upon 45 days written notice if the other party is in material breach of these Terms of Service and has not attempted to cure the breach within 30 days. Upon termination the Client will cease using the Socontra Platform and pay any outstanding fees due.

4.3 Survival: Sections 1.1, 2, 3, 4, 5, 6, 7, 8 and 9 will survive termination of these Terms of Service.

5. Confidentiality

5.1 Definition of Confidential Information. Confidential Information means any information, regardless of whether it is in tangible form, that is disclosed by one party (the “Discloser”) to the other party (the “Recipient”), whether orally or in writing, that: the Discloser has designated or marked as confidential or proprietary; or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes Client data and information related to the Discloser’s business and marketing plans, business strategies, technology and technical information, product roadmaps or development plans, customers, prospective customers, or partners.

5.2 Exclusions: Confidential Information does not include information that the Recipient can demonstrate (a) is or becomes generally known to the public other than through the Recipient’s breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before its disclosure by the Disclosing Party other than through the Recipient’s breach of any obligation owed to the Disclosing Party; (c ) is received from a third party other than through the Recipient’s breach of any obligation owed to the Discloser.

5.3 Use and protection: The Recipient should not use Confidential Information for any other purpose outside the scope of these Terms of Service. The Recipient must use the same degree of care that it uses to protect its own confidential information. The Recipient must keep secret and limit access to Confidential Information only to employees, contractors, consultants and service providers who require access to such Confidential Information in connection with the performance of these Terms of Service, and who have signed confidentiality agreements that are no less restrictive than this agreement.

5.4 Disclosures required by law: If the Recipient is compelled by law to disclose the Confidential Information, then Recipient will first give the Discloser prior notice of the compelled disclosure to permit the Disclose to contest the compelled disclosure. The Recipient will provide reasonable assistance to the Discloser in seeking such protection.

6. Representation, warranties and disclaimers

6.1 Mutual Representations and Warranties: Each party represents and warrants (a) that it has the required legal power and authority to validly enter into these Terms of Service agreement; and (b) the execution, delivery or performance of these Terms of Service do not and will not violate any other agreement to which it is a party or otherwise bound.

6.2 Disclaimers. Except as expressly set forth herein, Socontra disclaims any warranty of any kind, whether express, implied, statutory, or otherwise. Socontra specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement. Socontra does not warrant that the Socontra Platform will be error-free, uninterrupted, will meet the Client’s expectations, or will be secure to prevent third-party access to the Client’s data. The Socontra Platform is provided on an “as-is” basis and Socontra disclaims any additional representation or warranty of any kind, whether express, implied, statutory, or otherwise.

7. Indemnification

7.1 Indemnification by Socontra. Socontra will defend the Client from and against any claim by a third-party that the Socontra Platform infringes or misappropriates a third party’s patent, trademark, or trade secret, and will indemnify and hold the Client harmless against any damages or costs awarded against the Client (including reasonable attorneys’ fees) arising from the claim. Socontra will have no liability under this section 7.1if the infringement or liability is caused by: (1) the Client’s modification of the Socontra Platform; (2) use of the Socontra Platform in combination with third-party products, data or services, (3) any pre-release versions of the Socontra Platform, or from commercial releases of the Socontra Platform other than the most recent release, (4) unauthorized use of the Socontra Platform, (5) the Client continuing use of the Socontra Platform after being notified of allegedly infringing activity.

7.2 Indemnification by the Client. The Client will defend Socontra from and against any claim by a third-party in connect with: (1) the Client’s use of the Socontra Platform in violation of these Terms of Service; (2) the Client’s data; (3) the Client’s breach or alleged breach of section 1.5 (restrictions of use); and (4) the Client’s violation of any provisions of any third party products. The Client will indemnify and hold Socontra harmless against any damages or costs awarded against Socontra (including reasonable attorneys’ fees) arising from the claim.

7.3 Response. If the Socontra Platform has become, or Socontra believes will likely become, the subject of any claim, Socontra may at its option: (1) procure the right for the Client’s continued use of the Socontra Platform, (2) replace or modify the allegedly infringing portion of the Socontra Platform without reducing the Socontra Platform’s overall functionality or (3) terminate these Terms of Service and the Client’s access to the Socontra Platform, and forgive any outstanding fees.

7.4 Procedure. The indemnifying party’s obligations in section 7.1 or section 7.2 are subject to receiving: (1) prompt written notice of the claim; (2) the right to control and participate in the defense of the claim; and (3) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense. The indemnifying party may not settle any claim without the indemnified party’s prior consent, and such consent will not to be unreasonably withheld or delayed.

8. Limit of liability

8.1 Limitation of liability: IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER AN ACTION OR CLAIM IS IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SOCONTRA PLATFORM UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.

8.2 Damage exclusion: IN NO EVENT WILL EITHER BE LIABILITY FOR CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, BUSINESS INTERUPTION OR PUNITIVE DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE OR LOST DATA, WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. General

9.1 Notices: All notices under these Terms of Use will be in writing and communicated via email. Socontra’s email for notices is info@socontra.com. Notices will be deemed to have been given when receipt of the email is confirmed.

9.2 Force Majeure. No party will be liable under these Terms of Service for any failure or delay in its performance under this agreement due to any event beyond the party’s reasonable control, including: natural disasters or acts of God; pandemics, epidemic or public health emergencies; war; terrorism; riots, insurrection, civil disorders; actions or decrees of governmental bodies; and disruption to vital infrastructure including utilities or telecommunications.

9.3 Governing law: These Terms of Service will be governed by the laws of the State of Delaware, in the United States of America.

9.4 Assignment. Neither party may assign these Terms of Services in whole or part, without the prior written consent of the other party, which will not be unreasonably withheld, except either party may assign these Terms of Service without written consent to an affiliate or business entity in the event of a merger or purchase of a party’s business in the event of a sale of all or substantially all of the assets and business, or other change of control. Any other attempt to transfer a party’s rights or obligations under these Terms of Service is null and void. Subject to the foregoing, these Terms of Service will be binding on the parties and their respective successors and permitted assigns.

9.5 Relationship. Nothing in these Terms of Service will be interpreted as to place the parties in a partnership, agency, franchise, joint venture or employment relationship.

9.6 No third-party beneficiaries: These Terms of Service do not confer any third-party beneficiary rights. Socontra’s rights and obligations under these Terms of Service are freely assignable in connection with a merger, acquisition or sale of assets.

9.7 Severability. In the event that a provision of these Terms of Service is found to be unenforceable or invalid, the provision will be reformed only to the extent necessary to make it enforceable, and the remainder of the Terms of Service will continue in full force. The provisions of these Terms of Service are severable. If any provision is deemed to be illegal or unenforceable under any rule of law, all other provisions will remain in full force.

9.8 No Waiver: Waiver of any provision in these Terms of Service by either party will not be deemed as a waiver to any subsequent breach or failure of the same provision, or a waiver of any other provision in these Terms of Service.

9.9 Entire agreement: These Terms of Service contain the entire agreement between the parties with respect to the subject matter of these Terms of Service. It supersedes all prior communications, contemporaneous understandings or agreements, either written or oral, regarding its subject matter, and prevails over any conflicting provisions contained on web sites, printed forms, purchase orders, or sales communications.