Terms of Service

Last Updated: April 09, 2021

THE FOLLOWING TERMS OF SERVICE APPLY TO YOUR USE OF THE WEBSITE, PLATFORM AND SERVICES (collectively called as “SOCORRO”). Please read the terms and conditions below (collectively, the “Terms”) carefully before using this website. By using this Site, you hereby acknowledge and agree to the Terms (collectively, the “Agreement”).

Studio Services LLC (the “Company”) owns and operates a proprietary Internet-based database management virtual assistat chatbot platform solution, as well as any client software, modifications, enhancements, and/or derivative works thereof, specifically including the websites used in connection with the foregoing (the “Platform”). Studio Services LLC also provides associated services in connection with the Platform (the “Services”).

The content of the Website and Platform including without limitation the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (collectively, “Socorro Content”), is owned by or licensed to the Company and is subject to copyright, trademark rights and other intellectual and industrial property rights of the Company. Any third-party trade or service marks present on the Website are trade or service marks of their respective owners.

The Platform and Services may include certain software and/or services from third parties (“Third party”) and references to the Platform and Services include such third party services and software (the “Third Party Services”). These Terms of Service apply to any user of the Platform, which includes the entity (“Customer”) completing and submitting the Order and/or registration information (“Registration”) for the Platform account as well as each Authorized User (defined in Section 1). If Customer does not accept all terms of the Agreement and Privacy Policy, then Customer should not use the Platform.

USE OF THE PLATFORM: Company grants Customer and its Authorized Users a limited, nonexclusive, nontransferable license (without a right to sublicense) to access and use the Platform and Services for the term of the applicable Order solely for Customer’s internal business, customer relations, and management purposes in connection with the Permitted Use. “Authorized Users” are those individuals who are Customer’s employees or contractors and who Customer authorizes to use the Platform. Customer is responsible for all use of the Platform by its Authorized Users and agrees that it will not provide or permit access to the Platform (including without limitation, the user interface, backend, management console and reporting) to anyone other than Authorized Users who require such access to do their job. However, Customer can publish the final chatbot product (widget/app) created by using Socorro platform and services publicly. Customer will enable the Platform to access only those systems of Customer or any third party for which Customer has all necessary right and authority. Customer agrees and acknowledges that its use of the Platform and Services may be subject to certain volume and other limits, if and to the extent specified on the applicable Order. If Customer exceeds those stated usage limits, Customer will be subject to price adjustments or other effects as stated in the applicable Order. Customer shall not, and shall not allow its Authorized Users, to: (i) copy, reverse engineer, modify, decompile or disassemble the Platform; (ii) use or launch any automated system, including without limitation, offline readers, robots, spiders, that accesses the Services in a way that sends more request messages to the Studio Services LLC servers in a given time period than a human can reasonably generate in the same period by using a standard online web browser; (iii) attempt to probe, scan, penetrate, breach or test the vulnerability of any system or network or the Platform’s security or authentication measures, whether by passive or intrusive techniques; or (iv) monitor the data or traffic on Company’s system or network, other than the data or traffic passing through Customer’s account on the Platform. Customer may use the Platform only for the Permitted Use, in accordance with all applicable laws, rules and regulations (including without limitation, those applicable to privacy, CAN-SPAM, etc.) (collectively, “Applicable Laws”), as well as in compliance with Customer’s applicable privacy policy. All right, title and interest in and to the Platform and the Services (including any updates, improvements, or modifications thereto or derivatives thereof), as well as the dialogue templates supplied by Studio Services LLC and used by Company through the Platform (“Company Materials”) will remain Company’s sole and exclusive property. Company will use commercially reasonable efforts to correct material defects in the Platform that have been brought to its attention, provided that such defects: (a) are sufficiently described in writing and reproducible by Company under test conditions at Company’s facility, and (b) are not the result of any use of the Platform that is not consistent with this Agreement and/or user instructions.
DATA: Customer is solely responsible for the completeness and accuracy of all information submitted to Company, including through the Platform. Customer must ensure that (a) all content, data and information provided by Customer was collected, stored and used in compliance with the applicable Customer privacy policy and in compliance with all Applicable Laws; (b) it has all necessary rights and express consents from each of the leads, website visitors, and other individuals whose information is submitted to the Platform sufficient to entitle Company to contact and interact with such individuals as contemplated hereunder and to operate the Platform and provide the Services; and (c) the Customer Data (i) does not infringe, misappropriate or violate any intellectual property or other rights of any third-party, (ii) is not defamatory, harmful to minors, obscene or pornographic, (iii) is scanned using industry standard methods to protect it against viruses or programming routines intended to damage the Platform or Services, or surreptitiously intercept or expropriate any data or information; or (iv) is not false, misleading or inaccurate. Company is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Customer Data. Company may take remedial action if any Customer Data violates this Section, however neither Company nor any Third party have any obligation to review any Customer Data for accuracy or potential liability. As between Company and Customer, Customer will own all information and data arising from Customer’s use of the Platform, including the client management data, client systems data and data generated through communications in whatever form or medium between Company and Customer’s sales leads and/or customer interactions and/or Authorized Users through the Platform and/or Services (collectively, the “Customer Data”). For purposes of clarity, Customer Data does not include Company Materials. Notwithstanding the foregoing, Customer hereby grants to Company during the Term of this Agreement and for thirty (30) days thereafter, the right and license to access and use the Customer Data (including the personally identifiable information submitted to the Platform or collected in providing the Services to Customer) as necessary to provide the Platform and the Services to Customer hereunder. In addition, Customer hereby grants to Company the worldwide perpetual, irrevocable, royalty-free right and license to collect, store, access, modify and use aggregate and anonymized data derived from Customer Data (“Derivative Data”) in connection with the Company’s business operations, such as to improve its services, and may combine the Derivative Data with other similar data from other customers.
THIRD PARTY SERVICES: Studio Services LLC invokes a number of third-party applications which were not developed by Studio Services LLC. We cannot take responsibility for any functionality, content, suitability, privacy, support or other attribute of those applications or the content they may request from or deliver to you. Your use of those applications, including when you access them via our Platform, is governed by any license agreements you may have entered into with their respective vendors. Each Third party retains all right, title and interest in and to its Third Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modifications thereto. In order to deliver the Services to you, Socorro uses third-party text to speech and voice recognition systems in its services. Depending on the accent and speech peculiarities those third-party voice recognition systems might misunderstand or misrecognize what people say. It is your responsibility to verify that the results obtained from those third-party voice recognition systems are accurate. Studio Services LLC shall assume no liability whatsoever with respect to availability or the failure of those third-party text to speech and voice recognition systems to correctly recognize any spoken utterances or convert text to speech.
TERMINATION: Company may disable Customer’s Access and suspend its access to the Platform in the event Company reasonably suspects there has been a violation of Section 1, or 2 or if the provision of Services and/or use of the Studio Services LLC Platform results in high levels of complaints or other negative results, as determined by Company in its reasonable discretion, and in such event, Company will use reasonable efforts to give Customer notice after such suspension. Upon termination or expiration of the service for any reason (a) upon receipt of a request from the Customer within thirty (30) days of such termination or expiration, the Company will export the Customer Data to Customer in a mutually agreed format, provided that Customer has fully paid all Subscription Fees and other charges owed to Company; and (b) the following Sections will survive: 2, the last sentence of this Section 4, and Sections 5 – 10, as well as any provisions, which by their terms or sense are intended to survive.
SUBSCRIPTION FEES AND REFUND POLICY: Customer shall pay the Subscription Fees for the Studio Services LLC Platform in advance, except that any Overage Fees will be invoiced and payable in arrears, in each case, in the amount and in the manner set forth in the Order. Subscription Fees will be billed and payable with the frequency stated in each Order and referred to as the “Billing Period”. Subscription Fees are non-refundable. Regardless of the billing cycle, we provide no refunds or credits for unused time of the service or plan downgrades if you decide to close your account before the end of your subscription period. A late payment charge equal to 1% per month and not received by the Company by the due date. Customer agrees and understands that failure to pay all Subscription Fees owed when due will entitle Company to suspend access to the Studio Services LLC Platform, terminate the Agreement and/or have the right to refer any past due balance to a collection agency or attorney (or both).
LIMITATION OF LIABILITY: EXCLUDING THE INDEMNIFICATION OBLIGATIONS AND EXCLUDING CUSTOMER’S BREACH OF THIS AGREEMENT RESULTING IN THE PLATFORM OR SERVICE BEING “BLACKLISTED” OR OTHERWISE RESTRICTED FROM CONDUCTING NORMAL BUSINESS OPERATIONS BY ANY THIRD PARTY (THE “EXCLUDED MATTERS”), NEITHER COMPANY, NOR ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS OR EMPLOYEES, OR ANY LICENSOR (COLLECTIVELY, “COMPANY ENTITIES”), ON ONE HAND, NOR CUSTOMER, ON THE OTHER HAND, WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA OR DOWNTIME COSTS), ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ANY WARRANTY OR LIMITATION SHALL FAIL OF ITS ESSENTIAL PURPOSE. The software is not fault-tolerant and is not designed, manufactured or intended for use as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, or any other environment in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). We specifically disclaim any express or implied warranty of fitness for high risk activities for the software or any portion thereof. You acknowledge and agree that the Services are neither intended nor suitable for urgent emergency use, and that you will not use it for emergency purposes. In no event shall we be liable for any incidental, consequential, or punitive damages whatsoever arising out of use of the Platform or your relationship with us.
INDEMNITY: Customer agrees to defend, indemnify and hold harmless the Company, its owners , employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services; (b) your violation of any of these Terms; (c) your violation of any third-party rights or agreement, including without limitation any copyrights, property, or privacy rights; or (d) any claim that your User Content caused damage to a third party. This defense and indemnification obligation will survive termination of these Terms and your use of the Services.
WARRANTY DISCLAIMER: THE PLATFORM AND SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR ANY PARTICULAR PURPOSE. COMPANY DO NOT MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY DATA COLLECTED OR TRANSMITTED VIA THE PLATFORM AND/OR SERVICES; COMPATIBILITY OR INTEROPERABILITY OF THE PLATFORM WITH CUSTOMER’S SYSTEMS; THE QUALITY OR EFFECTIVENESS OF ANY COMMUNICATIONS THROUGH THE PLATFORM OR SERVICES. COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY DOES NOT GUARANTEE THAT CUSTOMER WILL ACHIEVE ANY SPECIFIC BUSINESS RESULTS FROM USE OF THE PLATFORM AND/OR SERVICES. CUSTOMER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
CONFIDENTIALITY & PUBLICITY: “Confidential Information” means: (i) business or technical information, including product plans, designs, source code, finances, marketing plans, business opportunities, personnel, research, development or know-how of the disclosing party and third party information that the disclosing party is obligated to keep confidential; (ii) information designated as “confidential” or “proprietary” or which, under the circumstances taken as a whole, reasonably should be understood to be confidential; (iii) the financial terms of this Agreement. In addition, for purposes of clarity, the Platform, all details about the uses, functionalities or other aspects of the Platform (including user interface, screenshots and specific features of the Platform) are Company’s Confidential Information. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of the disclosing party’s Confidential Information and by persons without access to such information. The receiving party shall (A) use measures at least as protective as those it uses for its own confidential information (but no less than reasonable measures) to keep confidential and not to disclose to any third party any Confidential Information of the disclosing party, except to those of the receiving party’s agents, representatives and employees (collectively, “representatives”) who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in this Agreement; and (B) not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under this Agreement. Each party shall be responsible for any breach of this Agreement by its representatives, which for purposes of Customer will include its Authorized User. If a receiving party becomes legally compelled to disclose any Confidential Information, it shall provide the disclosing party with prompt prior written notice to the extent legally permitted and assistance (at the disclosing party’s expense) in obtaining a protective order. Customer grants Company the right without compensation to use Customer comments relating to the Platform and Service in connection with testimonials, quotes, for publication, and to use Customer’s name and logo in Company’s client list and marketing materials.
MISCELLANEOUS: (a). The Company may modify these Terms of Service at any time and in its sole discretion and will notify Customer of such modification via (i) email to the contact email provided by Customer; (ii) by presenting the new Terms of Service in its entirety at the time Customer next logs into the Platform; or (iii) by posting the revised Terms of Service on the website. Changes to these Terms of Service shall be effective five (5) days after provision of notice by any of the methods provided above regardless of whether Customer actually receives any notification. Customer is responsible for checking its account on the Platform on a regular basis and for ensuring that any information including contact information that it provides to the Company is current and accurate. Customer’s continued use of the Platform after notice of modifications as provided above shall be deemed to be Customer’s continued acceptance of these Terms of Service, including any amendments and modifications. If a modification is unacceptable to Customer, Customer may terminate the Terms of Service by giving notice within the five (5) day period specified above. (b) Neither party will be liable for, nor will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform its obligations under this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. (c) The failure of either party to enforce any provision of this Agreement will not constitute a waiver of such party’s rights to subsequently enforce the provision, and a waiver of breach shall not be a waiver of any other or subsequent breach. (d) Customer may not assign any of the rights granted under this Agreement without Company’s prior written consent, and any attempted assignment without such consent will be null and void. (e) If the parties have previously or simultaneously herewith entered into a separate non-disclosure agreement (an “NDA”), then such NDA, together with the confidentiality provisions of this Agreement will govern all information exchanged in connection with this Agreement. This Agreement together with any NDA represents the entire agreement between the parties with respect to the matters set forth herein. (f)This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of New Mexico. Each party agrees that any and all actions brought to enforce this Agreement or resolve any dispute arising out of or relating to this Agreement, the Platform or the Services provided hereunder shall be brought solely in the courts situated in New Mexico.

ADDITIONAL TERMS:

# STUDIO SERVICES LLC. (“SOCORRO”, “WE” OR “US”) TERMS OF USE

### EFFECTIVE DATE: April 09, 2021

THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND STUDIO SERVICES LLC. THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URLS STUDIOSERVICES.NET AND STUDIOSERVICES.CLOUD AS WELL AS ALL ASSOCIATED SITES LINKED TO STUDIOSERVICES.NET OR STUDIOSERVICES.CLOUD BY STUDIO SERVICES LLC, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE THE NATURAL LANGUAGE PROCESSING SERVICES PROVIDED VIA APIS THAT ARE AVAILABLE THROUGH REGISTRATION ON THE SITE (“SERVICES”). BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.

_NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH STUDIO SERVICES LLC. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW._

## Changes.

STUDIO SERVICES LLC may change, suspend, or discontinue the Site, the Services, or any part of the Site or the Services at any time, with or without notice to you. STUDIO SERVICES LLC can change, update, or add or remove provisions of these Terms, at any time by having you agree to a new version of these Terms or by posting the updated Terms on this Site and providing you notice. By assenting to the updated Terms or by using this Site after STUDIO SERVICES LLC has updated the Terms and provided you notice, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

## General Use.

By using this Site, if you are an individual, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Site with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Site and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless STUDIO SERVICES LLC if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to the STUDIO SERVICES LLC or the Site.

If you are accessing the Site or the Services on behalf of a company or other legal entity (“Entity”), you represent that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms.

STUDIO SERVICES LLC provides content through the Site that is copyrighted and/or trademarked work of STUDIO SERVICES LLC or STUDIO SERVICES LLC’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, STUDIO SERVICES LLC hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

## Using the Site and the Services on the Site.

You need not register with STUDIO SERVICES LLC to simply visit and view the Site.

However, in order to access certain password-restricted areas of the Site and to use certain Services offered on and through the Site, you must register with STUDIO SERVICES LLC for an account and receive a password.

## Password Restricted Areas of this Site.

You may register for an account with STUDIO SERVICES LLC via the account payment registration page on the Site. STUDIO SERVICES LLC may cancel or terminate your account in STUDIO SERVICES LLC’s sole discretion.

Currently, STUDIO SERVICES LLC also provides you with the ability to register for an account on the Site using your existing account and log-in credentials through the following Third-Party Sites (as defined below), which may change from time to time: Google, Facebook (each, a “Third-Party Site Password”).

You are responsible for maintaining the confidentiality of your password for the Site (“SOCORRO Password”) and any Third-Party Site Password (collectively, “Passwords”), and you are responsible for all activities that occur using your Passwords. You agree not to share your Passwords, let others access or use your Passwords or do anything else that might jeopardize the security of your Passwords. You agree to notify STUDIO SERVICES LLC if any of your Passwords on this Site is lost, stolen, if you are aware of any unauthorized use of your Passwords on this Site or if you know of any other breach of security in relation to this Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes.

## Privacy Policy.

Please review STUDIO SERVICES LLC Privacy Policy, which is available at https://home.STUDIOSERVICES.net/privacy-policy (the “Privacy Policy”) which explains how we use information that you submit to STUDIO SERVICES LLC.

## Submissions.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds, location data and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission”). You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in STUDIO SERVICES LLC Privacy Policy, you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. You hereby grant to STUDIO SERVICES LLC a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferable, assignable, sublicensable, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions, for any purpose. You irrevocably waive, and cause to be waived, against STUDIO SERVICES LLC and its users any claims and assertions of moral rights or attribution with respect to Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. STUDIO SERVICES LLC agrees to use any personally identifiable information contained in any of your Submissions in accordance with STUDIO SERVICES LLC’s Privacy Policy.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.

When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below. **Those prohibitions do not require STUDIO SERVICES LLC to monitor, police or remove any Submissions or other information submitted by you or any other user.**

## Unauthorized Activities.

When using this Site and/or the Services, you agree not to:

* Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

* Use racially, ethnically, or otherwise offensive language.

* Discuss or incite illegal activity.

* Solicit/post sexually explicit images (actual or simulated).

* Post anything that exploits children or minors or that depicts cruelty to animals.

* Post any copyrighted or trademarked materials without the express permission from the owner.

* Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.

* Use any robot, spider, scraper or other automated means to access the Site.

* Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

* Alter the opinions or comments posted by others on this Site.

* Post anything clearly false or misleading.

* Post anything contrary to our public image, goodwill or reputation, provided that the foregoing will not apply to you if applicable law prohibits such limitations and restrictions.

This list of prohibitions provides examples and is not complete or exclusive. STUDIO SERVICES LLC reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that STUDIO SERVICES LLC determines is inappropriate or disruptive to this Site or to any other user of this Site. **STUDIO SERVICES LLC may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at STUDIO SERVICES LLC’s discretion, STUDIO SERVICES LLC will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.**

Unauthorized use of any Materials contained on this Site may violate certain laws and regulations.

You agree to indemnify and hold STUDIO SERVICES LLC and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) STUDIO SERVICES LLC or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

## Proprietary Rights.

STUDIO SERVICES LLC and SOCORRO are trademark of STUDIO SERVICES LLC in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of STUDIO SERVICES LLC, Copyright © 2021 STUDIO SERVICES LLC. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

## Intellectual Property Infringement.

STUDIO SERVICES LLC respects the intellectual property rights of others, and we ask you to do the same. STUDIO SERVICES LLC may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide STUDIO SERVICES LLC’s designated agent the following information:

* A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

* Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

* Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit STUDIO SERVICES LLC to locate the material.

* Information reasonably sufficient to permit STUDIO SERVICES LLC to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

* A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

* A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

STUDIO SERVICES LLC’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

STUDIO SERVICES LLC.

DMCA

P.O. BOX 28142

SANTA FE, NEW MEXICO 87592

‪(323) 505-2846‬

support@studioservices.net

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

### Submitting a DMCA Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to STUDIO SERVICES LLC designated agent that includes all of the following information:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which STUDIO SERVICES LLC may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

### Termination of Repeat Infringers

STUDIO SERVICES LLC reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

## Disclaimer of Warranties.

Your use of this Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by STUDIO SERVICES LLC, and they may include inaccuracies or typographical or other errors. STUDIO SERVICES LLC does not warrant the accuracy of timeliness of the Materials contained on this Site. STUDIO SERVICES LLC has no liability for any errors or omissions in the Materials, whether provided by STUDIO SERVICES LLC, our licensors or suppliers or other users.

STUDIO SERVICES LLC, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. STUDIO SERVICES LLC DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

## Limitation of Liability.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, THE SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.

STUDIO SERVICES LLC SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STUDIO SERVICES LLC BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF STUDIO SERVICES LLC KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL STUDIO SERVICES LLC’S LIABILITY TO YOU EXCEED TEN DOLLARS (USD $10), EVEN IN THE EVENT OF A FAILURE OF THE ESSENTIAL PURPOSE OR ANY LIMITED REMEDY UNDER THIS AGREEMENT.

## Local Laws; Export Control.

STUDIO SERVICES LLC controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

## Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to STUDIO SERVICES LLC, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, the Services or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and STUDIO SERVICES LLC is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant STUDIO SERVICES LLC an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as STUDIO SERVICES LLC may determine in its sole discretion. Notwithstanding the foregoing, you understand and agree that STUDIO SERVICES LLC is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

## Dispute Resolution and Arbitration; Class Action Waiver.

### Please read the following (this “Provision”) carefully. It affects your rights.

Most user concerns can be resolved quickly and to a user’s satisfaction by contacting us at support@STUDIOSERRVICES.NET. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and STUDIO SERVICES LLC. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this Provision carefully. It provides that all Disputes between you and STUDIO SERVICES LLC shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).

For the purpose of this Provision, “STUDIO SERVICES LLC” means STUDIO SERVICES LLC and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and STUDIO SERVICES LLC regarding any aspect of your relationship with STUDIO SERVICES LLC, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as STUDIO SERVICES LLC’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

### Pre-Arbitration Claim Resolution

For all Disputes, whether pursued in court or arbitration, you must first give STUDIO SERVICES LLC an opportunity to resolve the Dispute. You must commence this process by mailing written notification to STUDIO SERVICES LLC, Legal Department, P.O. BOX 28142 SANTA FE, NEW MEXICO 87592. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If STUDIO SERVICES LLC does not resolve the Dispute within 365 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

### Exclusions from Arbitration/Right to Opt Out

Notwithstanding the above, you or STUDIO SERVICES LLC may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES _WITHIN 30 DAYS_ FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to STUDIO SERVICES LLC, Legal Department, P.O. BOX 28142

SANTA FE, NEW MEXICO 87592. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with STUDIO SERVICES LLC through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with STUDIO SERVICES LLC. **Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.**

### Arbitration Procedures

If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or STUDIO SERVICES LLC may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

#### Arbitration Award

The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

#### Location of Arbitration

You or STUDIO SERVICES LLC may initiate arbitration in either SANTA FE, NM or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, STUDIO SERVICES LLC may transfer the arbitration to SANTA FE, NM in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

#### Payment of Arbitration Fees and Costs

STUDIO SERVICES LLC will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with STUDIO SERVICES LLC as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

### Class Action Waiver

Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and STUDIO SERVICES LLC specifically agree to do so following initiation of the arbitration. **If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you.** Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

### Jury Waiver

You understand and agree that by entering into this Agreement trial before a judge in a public court. In the absence of this Provision, you and STUDIO SERVICES LLC might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

### Severability

If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.

### Continuation

This Provision shall survive the termination of your service with STUDIO SERVICES LLC or its affiliates. Notwithstanding any provision in this Agreement to the contrary, we agree that if STUDIO SERVICES LLC makes any change to this Provision (other than a change to the Notice Address), you may reject any such change and require STUDIO SERVICES LLC to adhere to the language in this Provision if a dispute between us arises.

## General.

STUDIO SERVICES LLC prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by STUDIO SERVICES LLC, may result in immediate termination of your access to this Site without prior notice to you. The Federal Arbitration Act, New Mexico state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in SANTA FE, NM. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. STUDIO SERVICES LLC’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and STUDIO SERVICES LLC and supersede all prior or contemporaneous negotiations, discussions or agreements between you and STUDIO SERVICES LLC about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

## Contact Us.

If you have any questions about these Terms or otherwise need to contact STUDIO SERVICES LLC for any reason, you can reach us at support@STUDIOSERVICES.NET