CONTENT PARTNER LICENSE AGREEMENT
SOC Prime's strategic goal is to develop a global marketplace where vetted content can be accessed online by clients worldwide. It is not our goal to keep developing content ourselves, thus we engage the security community to share detection content via our marketplace and earn recurring revenue. The marketplace is our core business; we are not a security information and event management (“SIEM”) or end-point detection and response (“EDR”) system vendor. SOC Prime's role is to assist the community, make things more secure and simple while ensuring the highest quality possible on every rule and parser on the SOC Prime Platform accessible at https://tdm.socprime.com, its subdomains or other SOC Prime owned, operated, licensed or controlled services, site and applications (collectively, “Platform”).
This Agreement sets forth the terms under which you may participate in the SOC Prime Threat Bounty® Developer Program (“Program”) after registration of your personal account with Program and supply quality tested SOC content through https://developer.socprime.com/ to SOC Prime, Inc. (“SOC Prime,” “we” or “us”) for use on the Platform, including, without limitation, use by users and customers of the Platform (“Users” or “User”).
This Agreement is not intended to and shall not be construed to create an employment relationship between you and SOC Prime or its representatives.
By checking the “AGREE” box or by uploading or otherwise transmitting content to us or otherwise participating in the Program in any manner, you accept this Agreement and our Terms. If you do not agree to these Terms, please do not send us any Content (as described below) or otherwise participate in this Program any content. If after agreeing to this Agreement you change your mind or otherwise wish to terminate this Agreement, you may do so at any time by following the procedures set forth in the Termination Section below. SOC Prime may change or cancel this Program at any time, for any reason.
Only individuals can register in the Program, companies and legal entities are not permitted to participate. Thus, if you are an individual (e.g., employee or consultant) acting on behalf of an organization, you cannot accept this Agreement. We recommend you to use personal email at registration to avoid the situation when all copyright interest in and to the Partner Content will vest to the employer. If you are participating in violation of your employer’s policies, you may be disqualified from participating or receiving any Reward. All payments will be made in compliance with local laws, regulations, and ethics rules. SOC Prime disclaims any and all liability or responsibility for disputes arising between an employee and their employer related to this matter.
You ARE NOT eligible to participate in the Program if you meet any of the following criteria:
- You are a resident of Syria, Iran, North Korea, and Crimea or any other country under U.S. sanctions (see link for current sanctions list posted by the United States Department of the Treasury) or among individuals under U.S. sanctions;
- You are under the age of 16 and have not obtained your parent's or legal guardian's permission prior to participating;
- You are a public sector employee or work for an organization that does not permit you to participate in this Program or such types of programs. You are responsible for reviewing your employer's rules for participating in this Program;
- Within the last 6 months or currently, you are an employee/independent contractor of SOC Prime or a SOC Prime’s affiliate, subsidiary, or an immediate family (parent, sibling, spouse, or child) or household member of such an employee/contractor.
SOC Prime does not knowingly allow participation in the Program in violation of this Agreement.
2. Your Content
Subject to the terms and conditions of this Program, you may from time to time upload or otherwise provide your own content for the purpose of threat detection, threat hunting, and incident response (“Partner Content”, “Content”) through Program to Platform for a chance to earn rewards in an amount determined by SOC Prime in its sole discretion ("Reward").
In SIEM terms we are talking about Sigma Rules, correlation rules, queries, dashboards, parsers. In EDR & Endpoint Protection — Yara rules, Network-Based detection — Snort rules by registering and following the Guide located at https://developer.socprime.com/guide/. Attack simulation content for open-source instruments is also supported. Partner Content types examples:
- Sigma rules (Sigma is a generic rule format for SIEM systems. Just like Yara for binaries and Snort for the network. In 2018 Sigma was acknowledged by MISP to be a de-facto standard for SIEM queries. In 2019 SANS has recommended Sigma for threat hunting with MITRE ATT&CK®)
- Yara rules
- Snort rules
- Red tests (such as Atomic Red Team)
- SIEM rule packages (.arb, .gzip etc.)
- Parsers (logstash configs, Flex connectors, technology add-ons, functions, DSM’s, etc.)
- Data enrichers and response actions (e.g. python, bash, powershell scripts)
- Incident Response playbooks
SOC Prime secure Partner Content with AES-256 block-level encryption, AWS hosting, replication & backup testing, full-stack hardening, strong password policy with ReCaptcha, continuous vulnerability testing, in-house red team testing, monitored by our own SOC. Suggestions are welcome.
3. Partner Content Verification
SOC Prime has policies and processes that must be adhered to prior to Partner Content being posted on the Platform or otherwise being offered for a license on or through the Platform.
The provided Partner Content shall be fully operative. To Content, the author shall substantiate Content operability by attaching screenshots with confirmation data evidence, or other reliable information.
While providing your Content through the Program, you shall specify the Content type: free or paid. “Free” Content means the Content available to all Platform Users who have signed up through the Community or Limited Subscription, and to users with a Premium Subscription. “Paid” Content means the Content available only to users with a Premium Subscription. Paid Content rules are the rules with complex detection logic and are not converted or otherwise redone from third-party Сontent. Sigma rules shall have the “stable” status and shall be thoroughly checked and functionally operative.
SOC Prime will test all the Partner Content as you upload it at various stages, from spellcheck to IOC lookups and metadata tagging (By metadata tagging we mean useful tags which help Users in finding content and utilizing its applicability and value for reaching their security needs).
Partner Content shall be tagged with MITRE ATT&CK where applicable, and have references to open-source information related to the detection. We will do our best to review your Partner Content as fast as possible, however, we do not guarantee any specific term during which we will do the review. It is always a good idea to accurately tag your Partner Content with ATT&CK Techniques, Tools, and Actors as well as Log sources, Compliance tags, etc.
After a Partner Content is uploaded to the Platform in accordance with Section 2 (above), a dedicated SOC Prime content team will review the Partner Content and validate its eligibility. SOC Prime retains sole discretion in determining which Partner Content is qualified. Our content team are experienced content authors and DFIR practitioners themselves operating under strict non-disclosure agreements, code of ethics, and professional guidelines. Partner Content marked as "Verified" means that it has passed the content team's reviews and was tested in our lab on real SIEMs and datasets.
4. Partner Content Deletion
SOC Prime does not permit copyright infringing activities and infringement of intellectual property rights on the Platform or the Program.
Deletion of the Content by SOC Prime. SOC Prime reserves the right to refuse to accept or delete any Partner Content that SOC Prime may determine, in its sole discretion: (i) violates or may infringe, misappropriate or violate this Agreement, the intellectual property, proprietary or other rights of third parties; (ii) is the same (has the same name or the same detection) or similar to existing Content; (iii) is translated from third party sources (e.g. converting a Sentinel rule to SIGMA); or (iv) is otherwise objectionable or unacceptable.
Deletion of the Content by you for convenience. You may delete the submitted Content at your convenience, for any or no reason, upon prior written notice to SOC Prime at email@example.com. In this case, (i) your Content will no longer be available for Users of the Platform, and no rating will be calculated for it; and (ii) YOU WILL NOT BE ABLE TO PUBLISH THE DELETED CONTENT AGAIN. If you elect to remove your Partner Content from the Platform, then we will stop using that Partner Content for our own business purposes as promptly as is practical.
We intend to operate with transparency and will generally attempt to notify you if we do not accept or delete your Partner Content, though it is ultimately your responsibility to contact us if your content is not accepted or is deleted and you do not receive a notification from us regarding such action. In all cases where you feel that Partner Content that you submitted has been misjudged or mishandled by SOC Prime (including our refusal to accept or deletion of your Partner Content, misclassification of your Partner Content or any omitted or misattribution regarding the origin of your Partner Content), we encourage you to contact us at firstname.lastname@example.org.
5. Personal Developer Cabinet
In order to supply Partner Content to SOC Prime, you will have to create an account and provide accurate and complete information. Your account is strictly personal. It is important that you must keep your account password secure and confidential. You are responsible for all Partner Content uploaded using your account name and password and for all activity that occurs through your account.
In a Personal Developer Cabinet at https://developer.socprime.com, non-personal content usage statistics will be visible to the developer. You can also see Partner content View, Download, Update, Rating & Review statistics as any regular User of the Platform in Search. Top Partner Content sortable by release, view, and download counts is also visible on the Leaderboard section.
The following information on the content statistics is available to each User in the Personal Developer Cabinet at the developer portal: Partner Content statistics, Number of downloads, Hits (non-unique downloads), Views - hosts (only unique views). The following data is not displayed and is not taken into account for statistics: (i) actions of test companies (i.e. SOC Prime and service companies created in the admin panel), (ii) all Your actions as the Partner Content creator (iii) actions of Users who are participants of the Developer Program. If the Partner Content is renamed, another line with the new content name will be added to the Content Statistics tab, and statistics for the previous Content name will no longer be compiled.
You are solely responsible for all activities that occur in connection with your account and must not bring about harm to any of the other users, third parties, or SOC Prime. You may not: (i) breach or circumvent any laws, third-party rights, or our policies or instructions regarding the use of the Program; (ii) allow for another person or party to access your account or transfer your account to someone else.
You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
Your email is kept by us, to identify your submitted Content and If you would like to change your email address please contact us at email@example.com.
6. Partner Content License
You hereby grant SOC Prime a non-exclusive, transferable, perpetual, irrevocable, sub-licensable, paid-up, worldwide license to use, copy, modify, adapt, reproduce, create derivative works based upon, distribute, perform, display, transmit, and otherwise use your Partner Content, market, and commercialize the Partner Content for its own business purposes in connection with the operation and promotion of the Platform and Partner Content offered by SOC Prime or otherwise available through the Platform or for any purpose and in any form of media now existing or hereafter available or developed (“Content License”). The Partner Content is sublicensable to Users under the terms of the Detection Rule License 1.0 (please read the whole text of license below, hereinafter the “DLR license”), or even we can attach your own license terms (if it does not contradict the DRL license). If you want your specific license terms to be used, please contact SOC Prime at firstname.lastname@example.org and wait for approval. By uploading a Partner Content without express prior written consent from SOC Prime to use your license terms, you agree that the Partner Content will be available to SOC Prime and its Users under the Content License and DLR license.
You acknowledge and agree that we may from time to time offer additional or different licensing and pricing options to Users and that we may include your Partner Content under such licensing and pricing options.
The foregoing Content License is also sublicensable and transferable by SOC Prime on a royalty-free basis to any of our affiliate or subsidiary organizations or to any successor to our business.
Subject to the terms and conditions of this Agreement, you can be eligible for a reward that will be calculated and paid in accordance with the Reward Section of this Agreement.
Your license grant(s) to us will survive for the duration of this Agreement and thereafter to the extent a User has obtained a sublicense to your Partner Content, your license to us will be irrevocable with respect to each such sublicense and will survive for so long as that sublicense exists. If you ever decide that you do not want to allow your Partner Content to continue being licensed, please follow the instructions under the Termination Section below.
SOC Prime may, at its sole discretion and unilaterally, make changes to Partner Content in order to improve it. Each time we do this, we will inform you by email. If such changes are unacceptable for you, SOC Prime reserves the right to make the necessary changes independently at its discretion and publish Partner content indicating your and SOC Prime’s co-authorship. In the event you disagree with the indication of your authorship on a Partner Content modified by SOC Prime, you can request the removal of your Partner Content under Section “Termination” below.
Detection Rule License (DRL) 1.0
Permission is hereby granted, free of charge, to any person obtaining a copy of this rule set and associated documentation files (the "Rules"), to deal in the Rules without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Rules, and to permit persons to whom the Rules are furnished to do so, subject to the following conditions: If you share the Rules (including in modified form), you must retain the following if it is supplied within the Rules:
- identification of the authors(s) ("author" field) of the Rule and any others designated to receive attribution, in any reasonable manner requested by the Rule author (including by pseudonym if designated).
- a URI or hyperlink to the Rule set or explicit Rule to the extent reasonably practicable
- indicate the Rules are licensed under this Detection Rule License and include the text of, or the URI or hyperlink to, this Detection Rule License to the extent reasonably practicable
THE RULES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE RULES OR THE USE OR OTHER DEALINGS IN THE RULES.
7. Intellectual Property
You will remain the author of your Partner Content. Except as provided in this Agreement, we will keep your author name or pseudonym on the Partner Content.
You will be free to use your Partner Content for any purpose without any obligation to inform us or otherwise account to us for that use. You retain all of your ownership rights in your Partner Content, but you are required to grant Content License rights and DRL License to SOC Prime, to Users.
We require that all Partner Content you submit be your original work and that, prior to submitting the Partner Content to us, you secure all required rights, licenses, permissions, waivers and releases required to create such Partner Content and to grant the rights and licenses granted under this Agreement. Without limiting the generality of the foregoing, you agree not to submit any Partner Content or any other material that infringes, misappropriates or violates any law or any patent, trademark, copyright, trade secret, right of privacy, attribution or publicity, moral rights or any other intellectual property rights or third parties. In particular, you must ensure the Content you submit does not violate the intellectual property rights of any party.
You hereby acknowledge that you did not use equipment, supplies, facility, or trade secret information of your employing company to create the Content and that the Content was developed entirely in your own time, and (1) it is not related (i) directly to the business of your employing company, or (ii) to your employing company’s actual or demonstrably anticipated research or development, and (2) the Content is not the result of any work performed by you for your employing company.
You agree that you will not: (a) submit Content that is copyrighted, subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the legal owner to post the Content and to grant to SOC Prime all of the license rights granted herein; (b) publish misrepresentations that could damage SOC Prime or any third-party; (c) upload the Content that is unlawful or violates any third party's rights.
YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR ANY CONTRIBUTIONS AND MODIFICATIONS OF CONTENT AND YOU, NOT SOC PRIME, SHALL BE FULLY LIABLE TO ANY THIRD PARTY FOR ANY CLAIMS WHEN PARTNER CONTENT INFRINGES, MISAPPROPRIATES, OR VIOLATES ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS AND WILL INDEMNIFY ALL HARMLESS IN ACCORDANCE WITH THE INDEMNIFICATION SECTION.
If you have translated Content from any third party sources you should:
(i) if the Rule is under any license (including proprietary), indicate the original source of the Rule and add a link or text to the original license terms or as required by those license terms;
(ii) in case the Rule is not licensed: (a) upload it to the community under a DLR license with original authorship attribution; (b) submit it as free; (c) add the following description: "The Rule was translated from the open-source repository" OR "The Rule was translated with the permission of the author.".
You acknowledge that SOC Prime has the right, at its sole discretion, to remove Content without prior notice if we become aware that the published Content infringes the intellectual rights of third parties. SOC Prime also reserves the right to terminate a user's access to the Program if it is found that you have repeatedly violated copyright.
To the extent that the Partner Content trademarks or other rights of any person or other third parties in the Partner Content, you hereby represent and warrant that you have a valid and binding written agreement with such person or party sufficient to grant the rights granted herein. Further, you agree to preserve an original copy of the signed version of such agreement and to immediately provide SOC Prime, its licensees, and its and their attorneys with a copy of any such agreement upon request.
SOC Prime will use commercially reasonable efforts to credit you as the source of Partner Content that you submit and that we display on the Platform, using the name on file with us with your account.
You can be eligible for a Reward for your Partner Content when it is used by Platform Client. It will be determined based on the rating system that determines the position of the Partner Content based on multiple factors, including but not limited to: the amount of the published Partner Content, Content type (free or paid), Sigma type (Alert or Query), the number of unique views, and unique downloads, unique deploys by unique Clients, etc. The rating calculation for a published Partner Content starts with the first interaction of a Client via the Platform.
- The following data is taken into account for rating calculation: (i) actions of Platform clients registered with corporate email.
- The following data is not taken into account for rating calculation: (i) actions of Platform Users registered with a personal email; (ii) actions of test companies Users (i.e. SOC Prime users and users of service companies created in the admin panel), (iii) all Your actions as the Partner Content creator (iv) actions of Users who are participants of the Program.
The Content rating is calculated for a calendar month for all your Partner Content available to the Platform Users.
Only the Partner Content that has been delivered through Personal Cabinet has passed our review and is published on Platform (i.e. available for our Users) will be taken into account for rating calculation purposes and will be eligible for Rewards. The Partner Content which is not displayed on the Platform (i.e. not available for Users of the Platform because of deprecation, your request to remove the Partner Content or due to failure to pass our review, other reasons), will not be taken into account for rating calculation purposes and shall not be eligible for Rewards.
Until released with updates, your Content will no longer be available for Users of the Platform, that is why no rating will be calculated for it.
If you do not publish (i.e. your Content does not become available for the Users) any Partner Content for more than 3 consecutive months you shall not be eligible for Reward for the previously posted Partner Content. SOC Prime will not pay Reward with respect to Partner Content starting from the 90th calendar day following the day your last Partner Content was published. You can resume posting Partner Content at any time and continue to be paid for it and for your previously published Partner Content.
Rewards’ payment schedule will be negotiated individually as payment terms vary per Developer, usually will be calculated between 30 days (often) to 120 days (very rare). Payments will accrue and be paid in United States Dollars and will be paid to PayPal or bank account. Developers are required to complete tax documents, including an IRS W-9 or W-8BEN, in order to receive Program rewards.
You acknowledge and agree that we may change our pricing models from time to time or adopt different pricing models from time to time.
You will bear all transaction fees imposed by third parties on Rewards’ payments, and you understand and agree that we may deduct all such fees from payments. If the payment option selected by you cannot be processed, is reversed, or otherwise cannot be completed, or if you do not provide us requested tax information within 120 days from when you were notified by email, you will forfeit the reward and relinquish any claim or right to such amounts (on behalf of yourself and any of your creditors or successors in interest thereto) and agree that we may retain, use or otherwise dispose of such funds in any manner as we see fit.
If you are unable or unwilling to accept your Reward, we reserve the right to rescind it; and if you accept a Reward, you will be solely responsible for paying all applicable taxes, levies, tariffs and other government-imposed amounts for any payments you receive under this Agreement and in general must comply with any legal and tax-related obligations and formalities applicable to your situation, status and income.
You will accurately and timely report and pay all such amounts to the applicable authority. Further, if and to the extent we request that you provide us with tax information and forms, you agree to do so in a timely manner, and you hereby represent and warrant that all such information will be true, correct and current. If any of such information that you provide us changes, you agree to promptly submit updated information to us.
9. Confidential Information
You may receive information from us that is marked as “confidential” or “proprietary” (or similar marking) or that you reasonably should understand to be confidential based on the nature of the information of the circumstances of disclosure, and to the extent, you receive any such information, you agree not to use it or disclose it to any other person except as specifically authorized under this Agreement. Rewards paid under this Program remain confidential and cannot be disclosed to third parties unless otherwise authorized by SOC Prime in writing.
10. Representations and Warranties
You hereby represent and warrant as follows: (i) you have the capacity and authority and right to enter into this Agreement and to grant the rights and licenses granted hereunder and perform the obligations hereunder; (ii) your entering into this Agreement, granting the rights granted and performing the obligations hereunder does not conflict with the terms of any agreement to which you are a party, violate the rights of any third party, violate any law, rule, regulation or order; (iii) all of your Partner Content is an original creation or work of authorship by you, you are the sole and exclusive owner of the Partner Content, and you have not granted any rights or licenses that would conflict with this Agreement; (iv) no Partner Content infringes, misappropriates or violates any copyright, trademark, right of privacy, right of attribution or publicity, moral right or other intellectual property or right of any third party, defames, libels or casts into disrepute in any manner any third party, or is obscene or otherwise inappropriate; (v) no portion of the Partner Content as delivered to SOC Prime from time to time, contains any virus, Trojan horse, disabling mechanism or other malware or malicious code; and (vi) all Descriptions will be complete and accurate, and no Partner Content will include false, misleading or inapplicable information or data.
You agree to indemnify, defend and hold SOC Prime and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Partner Content (collectively, the “SOC Prime Indemnitees”) harmless from and against any and all claims, actions, suits, proceedings, liability, damages, losses, fines, penalties, costs and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) incurred by any SOC Prime Indemnitee as a result of or in connection with: (i) any use of the Program under your name by any person, whether or not authorized by you; (ii) any breach by you of this Agreement; (iii) the use by any party of Partner Content provided by you or under your name; or (iv) any claim that Partner Content infringes, misappropriates or otherwise violates any law or any patent, trademark, copyright, trade secret, right of privacy, attribution or publicity, moral rights or any other intellectual property or other rights of any third party.
SOC Prime reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with SOC Prime's defense of such claim.
12. Use of Partner Content by Users or Other Parties
SOC Prime does not take responsibility for the compliance by Users who download, capture, or sublicense your Partner Content, and we are not responsible for ensuring that licensees comply with the terms governing the use of your Partner Content. You acknowledge and agree to the possibility of Partner Content being used in a manner that is not contemplated in this Agreement or in violation of your rights or the limitations on use set forth in the Threat Detection Marketplace End User License Agreement (“TDM EULA”).
We will, however, evaluate all allegations and accusations regarding unpermitted use brought to our attention and may take action under certain circumstances. You also agree that notwithstanding any rights you may have to pursue the licensees of such Partner Content at law, SOC Prime shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting your Partner Content.
You agree that SOC Prime shall have the right to determine in our sole discretion whether and to what extent to proceed against a licensee or other third party for any actual or perceived violation of the TDM EULA or alleged infringement or violation of any of your intellectual property or other rights. You hereby release SOC Prime from any and all claims you might have, either directly or indirectly, arising out of or in connection with a determination by SOC Prime to proceed or not to proceed against any such party in any particular instance. If SOC Prime proceeds against any such party, we will apply any monetary recovery that we receive as a result (to the extent such recovery is intended to compensate for lost licensing fees or statutory damages) first to our costs and expenses in connection with such enforcement actions (including, but not limited to, reasonable attorney’s fees and court costs), and thereafter to be divided between you and SOC Prime. If we elect not to proceed against any such party, you may proceed against such party and agree that any monetary recovery you receive as a result of any such action will apply first to your costs and expenses in connection with such enforcement actions (including, but not limited to, reasonable attorney’s fees and court costs), and thereafter to be divided between you and SOC Prime.
SOC Prime will use commercially reasonable efforts to assist in the protection of your intellectual property rights, at your request and expense.
13. Claims of copyright infringement
SOC Prime respects the intellectual property rights of others and asks that the people who use the Platform and Program do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send SOC Prime a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send SOC Prime a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See DMCA Designated Agent Directory for details. Notices and counter-notices should be sent to:
SOC Prime, Inc.
399 Boylston Street, 6th Floor
Boston, MA 02116
This Agreement is effective until terminated. You may terminate this Agreement at any time by giving 30 days’ written notice to SOC Prime at email@example.com. On becoming aware of any potential violation of this Agreement, SOC Prime may terminate a Developer's account at any time at its sole discretion. SOC Prime may terminate this Agreement for any reason immediately upon notice by your account email.
The Partner Content can be removed:
(i) On your request. If you wish to remove any or all of your Partner Content from the Platform you can email us at firstname.lastname@example.org and we, at our sole discretion, will either delete it completely or, retain the Partner Content on the Platform (if such removal of the Content might impacts Users) without indicating your authorship. At the same time, please note that after the removal of the Partner Content from the Platform, your Partner Content (with your authorship) will still be available to any User who has previously downloaded it. Once removed at your request, the Content may not be re-published by you and will not be rewarded.
(ii) In the case of the Content deprecation. We reserve the right to remove a Partner Content if such Partner Content is not popular among the Users (e.g. had 0 unlocks and low views over the last 24 months after publishing). We will do our best to get in touch with you in advance before deprecating your Partner Content and to change the situation as we are highly committed to promoting valuable content, however the final decision as to the popularity of the Partner Content and its deprecation will be made solely on our discretion.
If you violate these Terms, you may be prohibited from participating in the Program in the future and any Partner Content you have provided may be deemed to be ineligible for Rewards.
Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by SOC Prime pursuant to this Agreement.
The following provisions will survive the expiration or termination of this Agreement: Sections 7, 8, 10, 11, and 13 – 17, as well as such terms and conditions that by their nature would survive.
15. DISCLAIMER OF WARRANTIES
SOC PRIME, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO THE PROGRAM. YOU UNDERSTAND THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES IN CONNECTION WITH THE PROGRAM. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE.
THE PROGRAM IS PROVIDED BY SOC PRIME “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, SOC PRIME EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, OR USAGE. SOC PRIME MAKES NO WARRANTY THAT THE PROGRAM WILL MEET A YOUR SPECIFIC REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
16. LIMITATION OF LIABILITY
IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES IN CONNECTION WITH THE PROGRAM (INCLUDING BREACH OF THIS AGREEMENT), YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM SOC PRIME OR ANY AFFILIATES, RESELLERS, DISTRIBUTORS, THIRD-PARTY PROVIDERS, AND VENDORS, DIRECT DAMAGES UP TO $500.00 PER CLAIM AND PER YEAR IN TOTAL. YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOESN'T FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THESE TERMS AND THE PROGRAM.
17. Applicable law
This Agreement shall be treated as though it were executed and performed in Delaware, USA, and shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of the state and federal courts located in Delaware. Any cause of action by you with respect to our Program must be instituted within one (1) year after the cause of action arose or be forever waived and barred. Should any part of this Agreement or Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. The rights of SOC Prime under this Agreement shall survive the termination of your account or this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.
18. Changes to this Agreement
We may amend this Agreement at any time with or without specific notice to you. The latest copies of this Agreement will be posted on our Program website. We may from time to time change the reward rates that we offer, the timing for payment of accrued rewards, the threshold at which we make payment, and the means by which we will make payment. We will inform you of any such changes by sending you an email notification at the email address on file with us with your account. A change will not apply with respect to Partner Content that you submit prior to our provision of notice of such change for at least 30 days so that you have an opportunity to evaluate the change and consider whether you want to continue your participation in this Program. If you do not agree to such changed terms, you must notify us upon your receipt of the first payment reflecting such changed terms. You can send your notification to us either through your account page or by emailing us at email@example.com. Your acceptance of payment reflecting the changed terms will signify your agreement to such terms.
If you reject the changed Agreement or any particular changed terms, then you will be deemed to have terminated your participation in this Program and will not be permitted to submit Partner Content.
Nothing in this Agreement will be construed to constitute either party as the agent, employee, or representative of the other party, and no joint venture or partnership will be created hereby. Neither party will make or have the power or authority to act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
SOC Prime’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
You agree that SOC Prime shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Program.
We may provide you with notices, including those regarding changes to this Agreement by email, regular mail, or communications through the Program. It is your responsibility to keep your email address current and to set your spam filters to accept emails from us. Any notice that we send to the email address on file in your account will be deemed to have been effectively provided even if the email address on file with your account is out-of-date, invalid or you otherwise do not receive or see our email to you.
This Agreement is personal to you and is binding upon your heirs, executors, and legal representatives, as the case may be, and is not assignable by you without SOC Prime's prior written consent. SOC Prime may assign this Agreement to any other party without your consent.
If all or part of any provision of this Agreement is wholly or partially unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part-provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part-provision.
This Agreement is in the English language only, and the English language version shall control in all respects. All references to money, payments, fees, or currency shall be deemed to be United States Dollars.
This Agreement constitutes the entire agreement between you and SOC Prime with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, conversations, discussions, and agreements between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.
If you have concerns relating to this Agreement, please contact SOC Prime by email at firstname.lastname@example.org or by mail SOC Prime at 399 Boylston Street, 6th Floor, Boston, MA 02116.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT.
20. Feedback and Information
SOC Prime welcomes suggestions, comments, or other feedback about Platform, Program, Content (e.g., regarding their utility, feasibility), and Your experience with Program, as well as any bug-fixes, features, functionality, or enhancements you would like to see in future versions ("Feedback"). You agree that all Feedback is and will be given entirely voluntarily and be non-confidential for SOC Prime. SOC Prime shall be free to use such information on an unrestricted basis.
Other than your Partner Content, SOC Prime does not consider or accept unsolicited proposals or ideas, including without limitation ideas for new products, technologies, promotions, Program improvements ("Unsolicited Feedback"). If you send any Unsolicited Feedback to SOC Prime through the Program or otherwise, SOC Prime makes no assurances that your ideas will be treated as confidential or proprietary.
21. Handling of Personal Information