Sociali — Terms of Service

Last updated: 8 September 2026

0. About these Terms

These Terms of Service (the “Terms“) are a binding agreement between Sociali LLC, a Wyoming limited liability company (“Sociali“, “we“, “us“) and the entity or person that registers for or uses the Service (“Customer“, “you“).

Registered office: 1023 E Lincolnway, Cheyenne, Wyoming 82001, United States.

By creating an account, clicking “I agree”, executing an Order Form that references these Terms, or using the Service, you accept these Terms. If you accept on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” means that organisation.

These Terms incorporate by reference the Acceptable Use Policy (“AUP”), the Privacy Policy, the Data Processing Agreement (“DPA”) where Sociali processes personal data on your behalf, and any Order Form or written enterprise agreement executed between the parties.

Order of precedence. If there is a conflict, the following order controls: (1) a signed enterprise agreement or Order Form; (2) the DPA; (3) these Terms; (4) the AUP; (5) the Privacy Policy.

1. Definitions

• “Service” — the Sociali software-as-a-service platform made available at sociali.ai and associated applications, APIs, and documentation, including social media content creation, scheduling, publishing, approval workflows, asset management, and analytics.

• “Brand” — a tenant workspace within your account under which Channels, content and users are scoped.

• “Channel” — a social media account you connect to the Service (for example a Facebook Page, Instagram Business account, LinkedIn Page, TikTok account, Threads profile, or Google Business Profile location).

• “Customer Data” — all data, content, text, images, video, audio, brand assets, credentials, tokens, analytics and other material that you or your Authorised Users submit to, generate in, or connect to the Service, including data retrieved from Channels on your instruction.

• “Authorised User” — an individual you invite to, and who accesses, the Service under your account.

• “AI Features” — features of the Service that use machine learning or generative models to draft, edit, summarise, generate or recommend content, images, video, or analysis.

• “Output” — content produced by AI Features in response to your Inputs.

• “Third-Party Platform” — any social network, publishing destination, or other third-party service you connect to the Service.

2. The Service

2.1 Access

Subject to these Terms and payment of applicable fees, Sociali grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for your internal business purposes and for the benefit of the brands you manage.

2.2 Authorised Users

You may permit Authorised Users to use the Service, subject to your plan’s seat limits. You are responsible for your Authorised Users’ acts and omissions and for their compliance with these Terms. Accounts are per-individual and must not be shared.

2.3 Changes to the Service

We improve the Service continuously and may add, modify or remove features. We will not materially degrade the core functionality of a paid plan during a Subscription Term without giving you at least [30] days’ notice; if we do, you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

2.4 Beta features

Features labelled beta, preview, or early access are provided “as is”, may be changed or discontinued at any time, and are excluded from any service commitment, warranty and support obligation.

3. Third-Party Platforms — important limitations

The Service depends on APIs operated by Third-Party Platforms that we do not control.

1. You must comply with each Third-Party Platform’s own terms, developer policies, community standards and advertising policies. Connecting a Channel does not transfer that responsibility to us.

2. You authorise us to access, retrieve, publish, schedule and delete content on your Channels on your instruction, using the OAuth credentials you grant.

3. Third-Party Platforms may change, restrict, deprecate, rate-limit or withdraw their APIs, or suspend your Channel, at any time and without notice to us. Where this prevents publication, analytics retrieval, or any other function, that is not a breach of these Terms by Sociali, and we are not liable for the resulting loss. We will use commercially reasonable efforts to restore or replace affected functionality.

4. Publishing is not guaranteed. Scheduled publication depends on Third-Party Platform availability, valid tokens, and your compliance with platform policy. You remain responsible for verifying that time-critical content published successfully.

5. Analytics figures are sourced from Third-Party Platforms, are provided as received, may be restated by the platform, and are not warranted by us as accurate or complete.

4. Customer Data and content

4.1 Your ownership

As between the parties, you own all right, title and interest in Customer Data, including all intellectual property rights. We claim no ownership of it.

4.2 Licence to us — limited to operating the Service

You grant Sociali a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, reformat, adapt and otherwise process Customer Data solely to the extent necessary to provide, secure, maintain and support the Service for you, including publishing it to the Channels you direct. This licence terminates when the relevant Customer Data is deleted or your account is closed, except for backup copies pending expiry under our retention schedule.

We do not take a broad, irrevocable or sub-licensable licence over your content, and we do not use Customer Data for marketing or publicity without your separate written consent.

4.3 No use of Customer Data to train third-party models

We do not sell Customer Data, and we do not permit our AI sub-processors to use your Inputs or Outputs to train their general-purpose models. See the Privacy Policy and Sub-processors list for the current arrangements and contractual basis.

4.4 Your responsibilities

You represent and warrant that you have all rights, licences, consents and permissions necessary for Customer Data to be processed and published as you direct, including rights in third-party images, music, fonts, trademarks and user-generated content (UGC) you upload or re-share.

4.5 Prohibited data

Unless expressly agreed in a signed enterprise agreement, you must not upload to the Service: (a) protected health information subject to HIPAA; (b) cardholder data subject to PCI DSS; (c) government identifiers, biometric identifiers, or precise geolocation of individuals; (d) special category personal data under GDPR Article 9; or (e) data of children under 13. The Service is a marketing tool and is not configured, and we do not act as a HIPAA Business Associate, for these data types. See §4.6.

4.6 Healthcare and regulated verticals

We market to healthcare, senior living and wellness organisations. Those customers may use the Service for public-facing marketing content only. Sociali does not currently sign Business Associate Agreements and the Service is not designed to store or transmit PHI. Do not paste patient information, clinical records, or identifiable case details into posts, briefs, comments or AI prompts.

5. AI Features

5.1 How they work

AI Features send your Inputs — which may include post drafts, briefs, brand voice settings, uploaded images and connected-account context — to third-party model providers identified in the Sub-processors list, which return Output.

5.2 Ownership and licence of Output

As between the parties, and to the extent permitted by law, you own the Output generated for you and may use it freely. You grant us the licence in §4.2 to process it.

5.3 Output is not guaranteed

Output is generated probabilistically. It may be inaccurate, outdated, biased, non-compliant with a platform policy or an advertising regulation, or substantially similar to output generated for another customer. You must review Output before publication. You are solely responsible for content you publish. Do not rely on Output as legal, medical, financial, or regulatory advice.

5.4 Your obligations

You must not use AI Features to generate content that violates the AUP, impersonates a real individual without authorisation, produces synthetic media of a real person without consent, or misrepresents AI-generated media as authentic where disclosure is legally required.

6. Fees, billing and taxes

6.1 Fees

You pay the fees for the plan or Order Form you select. Unless an Order Form says otherwise, fees are quoted in [USD], are non-refundable except as expressly stated in these Terms, and are not contingent on delivery of future features.

6.2 Payment

Self-serve subscriptions are billed in advance through our payment processor (Stripe) and renew automatically for successive periods equal to the then-current term. Enterprise subscriptions are invoiced per the Order Form, net [30] days.

6.3 Auto-renewal and cancellation

Subscriptions renew automatically unless cancelled before the end of the then-current period — self-serve in account settings, enterprise by written notice at least [30] days before renewal. Cancellation takes effect at the end of the paid period; you keep access until then.

6.4 Price changes

We may change list prices. For an existing subscription, a price change takes effect at the next renewal and we will give at least [30] days’ notice before that renewal.

6.5 Overage and plan limits

Plans include limits on Brands, Channels, seats, AI credits and storage. We will notify you before enforcing a hard limit and, where applicable, offer an upgrade or metered overage at the published rate.

6.6 Taxes

Fees exclude sales, use, VAT, GST and similar taxes, which you are responsible for, other than taxes on our net income. If you are required to withhold tax, you will gross up so that we receive the full amount invoiced.

6.7 Late payment and suspension

Undisputed amounts more than [15] days overdue may accrue interest at the lower of [1.0]% per month or the maximum permitted by law. We may suspend the Service after giving at least [7] days’ notice of non-payment. Suspension does not relieve you of the obligation to pay.

6.8 Refunds

We do not offer pro-rata refunds on cancellation, except: (a) where we terminate for convenience; (b) where you terminate for our uncured material breach; or (c) as required by §2.3 or by consumer law that applies to you. [Confirm whether to offer a money-back guarantee on first purchase of a self-serve plan.]

7. Acceptable use and suspension

You will comply with the AUP. We may suspend your account or a specific Brand, Channel, or Authorised User immediately, without liability, where we reasonably determine that: (a) continued use poses a security risk to the Service or another customer; (b) use violates the AUP or applicable law; (c) a Third-Party Platform requires it; or (d) fees are overdue under §6.7.

Where practicable we will notify you first and limit the suspension in scope and duration to what is necessary. We will restore access promptly once the cause is resolved.

8. Confidentiality

Each party may receive the other’s non-public information (“Confidential Information“). The receiving party will (a) use it only to perform under these Terms, (b) protect it with at least reasonable care, and (c) disclose it only to personnel and contractors bound by comparable confidentiality obligations.

Exclusions: information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is lawfully received from a third party.

Compelled disclosure is permitted where legally required, with prompt notice to the other party unless legally prohibited.

Customer Data is your Confidential Information. This section survives termination for [3] years, and indefinitely for trade secrets.

9. Security and privacy

We maintain the technical and organisational measures described in the Security Policy, and process personal data as described in the Privacy Policy and, where we act as a processor, the DPA.

We will notify you without undue delay, and in any event within the timeframe required by applicable law, of a personal data breach affecting your Customer Data.

10. Intellectual property

Sociali and its licensors own all right, title and interest in the Service, including all software, models, interfaces, documentation, and trademarks, and all improvements to them. No rights are granted except as expressly stated.

Feedback. If you give us suggestions or feedback, we may use it without restriction or obligation. Feedback is provided voluntarily and is not your Confidential Information.

Restrictions. You will not, and will not permit anyone to: (a) reverse engineer, decompile or attempt to derive the source code of the Service; (b) resell, sublicense, or provide the Service as a service bureau to third parties except as expressly permitted for agency use; (c) scrape or use automated means to extract data other than through our documented APIs; (d) benchmark and publish performance results without our written consent; (e) use the Service to build a competing product; or (f) remove proprietary notices.

Agency use is permitted. Managing Brands on behalf of your clients is a core intended use of the Service and is not restricted by (b) above, provided you remain responsible for your clients’ compliance with these Terms.

11. Warranties and disclaimers

11.1 Mutual

Each party warrants that it has the authority to enter into these Terms.

11.2 By Sociali

During a paid Subscription Term, we warrant that the Service will perform materially in accordance with our then-current documentation. Your exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity and, if we cannot do so within [30] days of your written notice, you may terminate the affected subscription and receive a pro-rata refund of prepaid unused fees.

11.3 Disclaimer

Except as expressly stated in §11.2, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, Sociali disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error-free, that Output will be accurate, or that Third-Party Platforms will remain available. Nothing in this section limits liability that cannot be limited by law.

12. Indemnification

12.1 By Sociali

We will defend you against a third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s US patent, copyright, or trademark, and will pay damages finally awarded or amounts we agree in settlement.

Exclusions: claims arising from Customer Data, Output, your combination of the Service with anything not supplied by us, your breach of these Terms or the AUP, use of a modified or outdated version, or use after we ask you to stop.

Our options: we may procure the right to continue use, modify the Service to be non-infringing, or terminate the affected subscription and refund prepaid unused fees.

12.2 By Customer

You will defend us against a third-party claim arising from (a) Customer Data, including claims that it infringes IP rights or violates privacy or publicity rights; (b) content you published through the Service; (c) your breach of the AUP, a Third-Party Platform’s terms, or applicable law; or (d) your use of Output.

12.3 Procedure

The indemnified party will give prompt written notice, tender sole control of the defence (subject to the indemnifier not settling in a way that admits liability or imposes obligations on the indemnified party without consent), and provide reasonable cooperation at the indemnifier’s expense.

13. Limitation of liability

13.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, lost business opportunity, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.

13.2 Cap. Each party’s total aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the fees paid or payable by you to Sociali in the twelve (12) months preceding the first event giving rise to the claim, or (b) USD [500].

13.3 Exclusions from the cap. The cap in §13.2 does not apply to: (a) your payment obligations; (b) either party’s indemnification obligations under §12; (c) a party’s breach of §8 (Confidentiality); (d) either party’s gross negligence, wilful misconduct, or fraud; or (e) liability that cannot be limited by law. [Decide the negotiating position on a raised cap for data-protection claims — enterprise customers commonly request one.]

13.4 Basis of the bargain. These limits are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.

14. Term and termination

14.1 Term. These Terms start when you first accept them and continue until all subscriptions have expired or been terminated.

14.2 Termination for cause. Either party may terminate for the other’s material breach that remains uncured [30] days after written notice, or immediately on the other’s insolvency, bankruptcy, or assignment for the benefit of creditors.

14.3 Termination for convenience by Sociali. We may terminate a free or trial account at any time. We may terminate a paid subscription for convenience on [60] days’ notice with a pro-rata refund of prepaid unused fees.

14.4 Effect. On termination, your right to access the Service ends and all outstanding fees become due.

14.5 Data export and deletion. For [30] days after termination or expiry, you may export Customer Data through the Service’s export functions, or request an export from us in a structured, machine-readable format. After that window, we will delete or irreversibly anonymise Customer Data within [90] days, subject to backup expiry cycles and any legal retention obligation. Retention specifics are set out in the Privacy Policy.

14.6 Survival. §§1, 4.1, 6 (accrued fees), 8, 10, 11.3, 12, 13, 14.4–14.6, 15 and 16 survive.

15. Governing law and disputes

15.1 Governing law. These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.2 Venue. The state and federal courts located in Laramie County, Wyoming have exclusive jurisdiction, and each party consents to personal jurisdiction there.

15.3 Enterprise negotiation. We recognise that enterprise customers frequently require a different governing law or an arbitration clause. Where agreed in a signed Order Form, that provision controls over this §15.

15.4 Injunctive relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. General

16.1 Changes to these Terms. We may update these Terms. For changes that materially and adversely affect you, we will give at least [30] days’ notice by email to your account administrators and by notice in the Service, and the change takes effect at your next renewal. Continued use after the effective date constitutes acceptance. Non-material changes (clarifications, typographical corrections, updates to referenced policies) take effect on posting.

16.2 Publicity. We will not use your name or logo in marketing without your prior written consent.

16.3 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on written notice. Any other assignment is void.

16.4 Subcontractors. We may use sub-processors and subcontractors as listed in the Sub-processors list and remain responsible for their performance.

16.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

16.6 Notices. Notices to Sociali: legal@sociali.ai with a copy to 1023 E Lincolnway, Cheyenne, Wyoming 82001, USA. Notices to you: the email addresses of your account administrators. Notice is effective on receipt or, for email, the next business day after sending absent a bounce.

16.7 Export and sanctions. You represent that you are not located in, and will not use the Service in, a country subject to comprehensive US sanctions, and that you are not on a US restricted-party list.

16.8 US Government users. The Service is “commercial computer software” under FAR 12.212 and DFARS 227.7202.

16.9 Independent contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created.

16.10 Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force. Failure to enforce is not a waiver.

16.11 Entire agreement. These Terms, with the documents they incorporate, are the entire agreement and supersede all prior proposals and understandings. Any terms in your purchase order or vendor portal are void unless we sign them.

Questions: legal@sociali.ai · Security: security@sociali.ai · Privacy: privacy@sociali.ai