Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Socious Global Inc. ("Socious," "we," "us," or "our") governing your access to and use of the Socious Fund platform, including the websites at www.socious.org and fund.socious.org, and all related services, features, content, and functionality (collectively, the "Platform").

BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.

1. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use the Platform. By using the Platform, you represent and warrant that you meet these requirements. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

You may not use the Platform if you are located in, or a citizen or resident of, any jurisdiction where such use would be prohibited by applicable law, regulation, or sanctions, or if you have been previously suspended or removed from the Platform.

2. Account Registration and Verification

2.1 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at support@socious.io of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

2.2 Identity Verification

Certain features of the Platform require identity verification through Know Your Customer (KYC) or Know Your Business (KYB) processes. You agree to provide truthful, accurate, and complete information during the verification process and to promptly update any information that changes. Providing false, misleading, or fraudulent information is grounds for immediate account termination and may result in legal action. We reserve the right to reject, revoke, or suspend any verification at our sole discretion.

2.3 One Account Per Person

Each individual may maintain only one account on the Platform. Creating multiple accounts, impersonating others, or engaging in Sybil-like behavior (creating fake or duplicate identities to manipulate voting or funding outcomes) is strictly prohibited and will result in immediate account termination, forfeiture of any pending funds or rewards, and may be reported to law enforcement authorities.

3. The Socious Fund Platform

3.1 Description of Services

Socious Fund is a grant distribution platform that uses Extended Quadratic Funding to allocate matching pool funds to community-validated impact projects. The Platform enables: (a) contributions to matching pools; (b) direct donations to projects; (c) community voting on projects; and (d) distribution of funds based on a quadratic funding formula weighted by Impact Scores.

3.2 No Investment or Financial Advice

The Platform does not provide investment advice, financial advice, tax advice, or legal advice of any kind. Contributions made through the Platform are charitable donations, not investments. You should not expect any financial return on contributions made through the Platform. You are solely responsible for consulting with your own financial, tax, and legal advisors regarding the tax implications and legal consequences of any contribution or donation.

3.3 Tax Deductibility

Contributions may be tax-deductible through our 501(c)(3) fiscal sponsor, subject to applicable tax laws and regulations. Socious makes no representations or warranties regarding the tax deductibility of any contribution. The availability of tax deductions depends on your individual circumstances, jurisdiction, and applicable tax laws. Tax receipts are issued by our fiscal sponsor. You are solely responsible for determining the tax treatment of your contributions and should consult a qualified tax professional.

3.4 Quadratic Funding Mechanism

The allocation of matching pool funds is determined by a quadratic funding formula, which may incorporate Impact Scores, contribution amounts, voter participation, and anti-collusion mechanisms (including COCM — Cluster-Oriented Collusion Mitigation). We reserve the right to modify, adjust, or override the quadratic funding formula, Impact Score calculations, and distribution outcomes at any time and at our sole discretion, including but not limited to adjustments for suspected fraud, collusion, Sybil attacks, or other manipulation. No User has a vested right to any particular funding outcome, distribution amount, or allocation methodology.

3.5 Project Approval and Milestones

All projects submitted to the Platform are subject to review and approval by the Socious Fund team at our sole discretion. We may reject, suspend, or remove any project for any reason, including but not limited to non-compliance with our guidelines, failure to meet milestones, or concerns about the project's legitimacy or alignment with charitable purposes. Funded projects must comply with milestone requirements. The Socious Fund team retains final discretion over the approval, modification, and structure of all milestones. Funds are released only upon satisfactory completion and approval of milestones as determined by the Socious Fund team.

4. Contributions and Donations

4.1 Irrevocability

All contributions and donations made through the Platform are final and non-refundable. Once a contribution or donation is submitted, it cannot be reversed, cancelled, or refunded except as required by applicable law. By making a contribution or donation, you acknowledge and agree that you are making a voluntary charitable gift with no expectation of return, benefit, or quid pro quo.

4.2 Use of Funds

Matching pool contributions are allocated to projects based on the quadratic funding formula as described in Section 3.4. Direct donations are directed to the specified project, subject to our operational and compliance requirements. We reserve the right to withhold, redirect, or return funds in cases of suspected fraud, project abandonment, non-compliance with milestones, regulatory requirements, or other circumstances that we determine, in our sole discretion, warrant such action.

4.3 Platform Fees

We may charge fees for the use of the Platform, including transaction fees, processing fees, or platform operational fees. Any applicable fees will be disclosed prior to the completion of a transaction. We reserve the right to modify our fee structure at any time with reasonable notice.

4.4 No Guarantee of Outcomes

We make no representations or warranties regarding the success, completion, impact, or outcomes of any funded project. Donations and contributions carry inherent risk. Projects may fail, underperform, or produce results different from what was described in their proposals. Socious is not responsible for the performance, actions, or omissions of funded projects or their operators.

5. User Conduct

You agree not to:

• Violate any applicable law, regulation, or third-party rights.
• Provide false, misleading, or fraudulent information.
• Create multiple accounts, impersonate others, or engage in Sybil attacks.
• Collude with other Users to manipulate voting outcomes or funding allocations.
• Use automated tools, bots, or scripts to interact with the Platform without our express written permission.
• Attempt to interfere with, disrupt, or gain unauthorized access to the Platform, its servers, or connected networks.
• Circumvent or attempt to circumvent any security measures, anti-collusion mechanisms, or access restrictions.
• Use the Platform for money laundering, terrorist financing, or other illicit purposes.
• Scrape, data-mine, or otherwise extract data from the Platform for any purpose not expressly authorized by us.
• Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.

6. Intellectual Property

6.1 Our Intellectual Property

The Platform, including all content, features, functionality, software, code, designs, text, graphics, logos, trademarks, service marks, and other materials (collectively, "Socious Content"), is owned by or licensed to Socious and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any Socious Content without our prior written consent, except as necessary for your personal, non-commercial use of the Platform.

6.2 User Content

By submitting content to the Platform (including project descriptions, milestone reports, impact data, comments, and other materials), you grant Socious a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, publish, translate, create derivative works from, display, and perform such content in connection with the Platform, our business operations, and promotional activities. You represent and warrant that you have the right to grant this license and that your content does not infringe any third-party rights.

6.3 Feedback

Any feedback, suggestions, ideas, or other information you provide to us about the Platform ("Feedback") is entirely voluntary and we are free to use, disclose, reproduce, and exploit such Feedback without any obligation or compensation to you.

7. Third-Party Services

The Platform may integrate with or contain links to third-party services, including identity verification providers, payment processors, fiscal sponsors, and external websites. We are not responsible for the availability, accuracy, content, or practices of third-party services. Your use of third-party services is governed by their respective terms and policies. We disclaim all liability arising from your use of third-party services.

8. Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, SOCIOUS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

Without limiting the foregoing, Socious does not warrant that:

• The Platform will be uninterrupted, timely, secure, or error-free.
• The results obtained from the Platform will be accurate, reliable, or complete.
• Any defects or errors in the Platform will be corrected.
• The quadratic funding formula will produce any particular outcome.
• Funded projects will achieve their stated goals, milestones, or impact.
• Any contribution will be tax-deductible in your jurisdiction.
• The Platform will be compatible with your equipment, software, or connectivity.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOCIOUS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to, use of, or inability to use the Platform.
• Any contribution, donation, or transaction made through the Platform.
• The conduct, actions, or omissions of any User, project owner, or third party.
• The performance or non-performance of any funded project.
• Any modification to the quadratic funding formula, Impact Scores, or distribution methodology.
• Unauthorized access to or alteration of your data or transmissions.
• Any errors, omissions, or inaccuracies in Platform content.
• Any other matter related to the Platform.

IN NO EVENT SHALL SOCIOUS'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO SOCIOUS IN PLATFORM FEES (EXCLUDING DONATIONS AND CONTRIBUTIONS) IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Socious, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or in connection with: (a) your use of or access to the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your violation of any rights of a third party; (e) any content you submit to the Platform; or (f) any fraudulent, misleading, or illegal activity conducted through your account. This indemnification obligation shall survive termination of these Terms and your use of the Platform.

11. Dispute Resolution

11.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform ("Dispute") shall be resolved exclusively through binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, unless the parties mutually agree to a different location. The arbitrator shall have exclusive authority to resolve all disputes, including the scope and enforceability of this arbitration provision. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

11.2 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Socious. If a court or arbitrator determines that this class action waiver is unenforceable, then the entirety of this arbitration provision shall be null and void, and the Dispute shall be decided by a court.

11.3 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. Claims arising in small claims court may also be brought in such court rather than in arbitration.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. To the extent that arbitration is not applicable, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

13. Termination

13.1 By You

You may terminate your account at any time by contacting us at support@socious.io. Termination does not affect any contributions or donations already made, which remain subject to these Terms.

13.2 By Us

We may suspend or terminate your account and access to the Platform at any time, with or without cause, and with or without notice, at our sole discretion. Without limiting the foregoing, we may terminate your account if we reasonably believe that you have violated these Terms, engaged in fraudulent or illegal activity, or posed a risk to the Platform or other Users. Upon termination, all rights granted to you under these Terms will immediately cease.

13.3 Effect of Termination

Upon termination, you must immediately cease all use of the Platform. Sections that by their nature should survive termination shall survive, including but not limited to Sections 4 (Contributions and Donations), 6 (Intellectual Property), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11 (Dispute Resolution), 12 (Governing Law), and 15 (General Provisions).

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Platform with a revised "Last updated" date. In some cases, we may provide additional notice, such as by email or an in-app notification. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform.

15. General Provisions

15.1 Force Majeure

Socious shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, cyberattacks, or other events beyond our reasonable control.

15.2 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and Socious regarding the Platform and supersede all prior agreements, understandings, and communications.

15.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

15.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Socious.

15.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

15.6 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Socious.

15.7 Notices

Notices to Socious should be sent to legal@socious.io. We may provide notices to you via the email address associated with your account or by posting on the Platform.

16. Contact Us

If you have questions about these Terms, please contact us at:

Socious Global Inc.
Email: legal@socious.io
Website: socious.io