Effective as of February 27, 2020
AGREEMENT BETWEEN USER AND SPINNERMEDIA FOR THE USE OF THE SPINNERMEDIA WEBSITE, THE BUSINESS CENTER PLATFORM, SOFTWARE PRODUCTS, AND SERVICE SOLUTIONS.
TERMS OF SERVICE
THIS AGREEMENT IS BETWEEN SPINNERMEDIA (“US”, “WE”, OUR, OR “THE COMPANY”), WHICH IS A SUBSIDIARY OF PHOOEY BRANDS, LLC, AND YOU (“THE CLIENT”, OR “YOUR”). BY ACCEPTING THIS AGREEMENT, BY ACCESSING; BY BROWSING SPINNERMEDIA WEBSITES; BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR FOR FREE SERVICES, BY USING SUCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF AT ANY TIME YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR SERVICES.
You may not access the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access our services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
“Augmented Data” means information you submit to us to update, enhance, or augment such data to augment, verify, or correct through the use of our database, public sources, and/or through third party service providers.
“Consulting Services” means the professional services available to you, subject to applicable fees, which may include training services, partner development, integration, or any other consulting services.
“Confidential Information” means all non-public, confidential or proprietary information that one party or its representative make available (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes, without limitation, the terms of this Agreement, Order Form, technical data, programs, code, trade secrets, marketing strategies, software, documentation, business information as well as information related to the past, present and future plans, ideas, business strategies, customers and suppliers of each party and its affiliates, as case may be. Information already known to the Receiving Party prior to the receipt from the Disclosing Party, or public knowledge is not considered Confidential Information.
“Customer” means an individual, or legal entity user that obtains websites or services from you.
“Documentation” means works of authorship that we make generally available for you and/or your Customer use with the Services that comprises either: (a) instructions for the software use; or (b) description of the software’s operational and/or design characteristics.
“Free Services” means subscription services or other products and features made available to you, or a free trial basis. Free Services exclude Purchased Services.
“Intellectual Property” means the following: all algorithms, application programming interfaces (APIs), concepts, Confidential Information, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, architectures, procedures, processes, protocols, software code (in any form including source code and executable or object code), uniform resource identifiers including uniform resource locators (URLs), user interfaces, websites, specifications, subroutines, techniques, works of authorship, and other forms of technology
“Intellectual Property Rights” means all present and future rights of the following types, that may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence
“Marketplace” means an online marketplace of applications and/or services made available by us and third-party providers.
“Marks” means any trademark, service mark, or trade name of a party.
“Order” or “Order Form” means online ordering document that has your information including, your contact information, subscription tier, term, activated products and so on.
“Platform” means the application that allows you to use and access the Solutions.
“Purchased Services” means subscription services or other products and features made available for purchase. Purchased Services exclude Free Services.
“Solutions” means products and/or services that we will make available in the Platform for you and/or for your Customer.
“Services” means the products and services that are enabled by you through the Platform and Solutions, ordered by you under an Order Form, or provided to you under Free Services.
“Your Data” means electronic data and information submitted to our Services by you or on your behalf.
“User” means any individual or a legal entity accepting this Agreement or who is authorized by you to use Services, for whom you have purchased a subscription. Users may include you, your employees, consultants, contractors, and your Customers.
SERVICES AND OUR RESPONSIBILITY
- Provision of Purchased Services. Subject to this Agreement or any applicable Order Form, we will do the following: (a) provide you with standard support, or upgraded support if purchased, and (b) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week except for: (i) scheduled maintenance; (ii) force majeure events, including an act of God, act of government, flood, fire, earthquake, war, terrorism, service provider failure, or denial of service attack; or (iii) your acts or omission.
- Subscription; Upgrades and Downgrades. Detailed information on available tiers of subscription and what are included in each subscription is found on our Website: https://spinnermedia.com. You may upgrade your subscription tier at any time during the month. You may request to downgrade your subscription tier at any time, but it will only be effective at the end of your current term.
- Free Services. You may register for Free Services subject to the terms of this Agreement until the earlier of: (a) the end of free trial period; (b) the start date of any Purchased Services; or (c) termination by us in our sole discretion without prior notice. You agree that we will not be liable to you or any third party for any damages arising from using the Free Services or terminating free access to our Services. Except as required by law, you are solely responsible to export your data from Free Services prior to termination. We will not be responsible for any data you have entered or any customizations made to the Services by or for you unless you purchase a subscription.
- Modification. From time to time, we may modify any minor part of our Services to improve your experience. We will not make any material changes to our Services without providing notice.
- Consulting Services. You may purchase professional consulting services, subject to applicable fees, which may include training services, development services, integration services, or any other consulting services.
YOUR USE OF SERVICES
- Usage Restrictions. You will comply with all federal, state, provincial and local laws, rules, regulations and ordinances with respect to the performance of any of its obligations under this Agreement. You will not do the following: (a) modify, copy or create derivative works based on Services or any part thereof, (b) reverse engineer, disassemble, or decompile any of our Services or any part of them to try and find our source code; (c) use or launch any automated system, including, “robots”, “crawlers”, “spiders”, or “offline readers”; (d) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (e) attempt to gain unauthorized access to the Services; or (f) access the Services other than through our interface.
- Your Responsibility. You will be responsible for the following: (a) User’s compliance with this Agreement, Documentation and Order Form(s); (b) for the accuracy, quality and legality of Your Data and your use of Your Data with our Services; and (c) use commercially reasonable efforts to prevent unauthorized access to and use of Services and notify us promptly of any unauthorized access.
- Marketplace; Third Party Sites and Products. We or third parties may make available Solutions through a Marketplace or otherwise. We may make available information about you and your Customers to these third-party providers for enhanced user experience and/or any other customization unique for you or your Customers. Third party products and services are not under our control. We do not endorse, warrant, guarantee the continued availability of, or support any of third party products or services. Any acquisition of third party products or services, and any exchange of data by you with applicable third party is solely between you and the applicable third party.
FEES AND PAYMENT
- Subscription. Unless otherwise provided in the applicable Order Form or Statement Of Work, (i) the subscription fee will remain fixed during the term; (ii) the subscription fee is non-cancellable and non-refundable; (iii) Purchased Services are purchased as subscriptions; (iv) subscription can be upgraded, and (v) any added subscription will terminate on the same date as the underlying subscriptions.
- Setup or Development Fee. This one-time setup or development fee will be considered in any development, integration, and/or training plan we design. The Setup or Development Fee is mandatory, unless otherwise provided in the applicable Order Form or Statement Of Work, is subject to the level of subscription or the size of the accounts, and is non-refundable.
- Products. Certain Solutions require a certain level of active subscription tier. Fees for Solutions may vary or depend on a certain subscription tier. You agree to promptly pay on demand all amounts due and payable for each product and/or service. Activated products or services for an account are for a full period as per each specification. You may request to cancel any of their active products at any time, and the system will automatically deactivate the product at the end of the current term.
- Invoicing and Payment. All amounts invoiced are due and payable immediately, unless otherwise provided in the Order Form or Statement Of Work. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us for any changes to such information.
- Payment Method. You will pay all fees via credit card or by other payment type specified in the applicable Order Form or Statement Of Work. You may be required to use a credit card transaction in order to activate some products and services immediately on demand. If you are making payments via credit card, you authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such that third party.
- Overdue Charges; Late or Non-Payment. If you do not pay the invoice by the due date, then without limiting our rights or remedies (a) those overdue charges may accrue 2% of outstanding balance per month, or the maximum rate permitted by law, whichever is lower, (b) we may suspend or terminate the current subscription term, and/or (c) we may alter your payment terms on future subscriptions.
- Payment Dispute. You will notify us immediately if there is any issue with your invoice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
- Fee Increase. The pricing of any fee during any renewal term may increase up to 8% above the applicable pricing in the prior term, unless we provide you notice of different pricing at least 60 days prior to the applicable renewal term.
- Taxes. You are responsible for paying all taxes, levies or similar governmental assessment including, for example, sales, value-added, use or withholding taxes, associated with your purchases hereunder. Our fees do not include taxes, which we will charge as applicable and you will pay that amount. You shall have no liability for any taxes based upon our gross revenues or net income. We are solely responsible for our own taxes based on our income, property and employees.
TERM AND TERMINATION
- Term and Renewal. This Agreement commences on the date you first accept until specified in the applicable Order Form or Statement Of Work, or in the Platform and Solutions, and will automatically renew for an additional year, unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant term. If you have purchased Solutions during the subscription term, the fees for these Solutions will be on a monthly basis (or annually as the case may be), unless otherwise indicated in your Order Form or Statement Of Work. If a subscription is not renewed, any activated Solutions will be invoiced at its full period. If you use our Free Services, we will make the Free Services available to you subject to Section 2.3 above. Except as stated in the applicable Order Form or Statement Of Work, renewal of promotional or one-time priced subscription will be at our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.
- No Early Termination; No Refunds. The subscription term will end on the expiration date and the subscription cannot be cancelled early. All fees are non-refundable. If you terminate this Agreement during the term, you agree to pay any outstanding fees due and payable for the remainder of the term.
- Termination/Suspension. Either party may terminate this Agreement for cause, (a) upon 30 days written notice of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. We may suspend and/or terminate any User’s access to any or all Services without notice for any violation to this Agreement, delinquency in our system, or non-payment of any amount due within 10 days after such notice.
- Effects of Termination. Upon expiration or termination of this Agreement for any reason: (a) your right to use or access the Services shall cease and we have no further obligation to make the Services available to you; (b) all rights and licenses granted to you shall cease; and (c) any amounts owed to us under this Agreement shall be immediately due and payable.
- Return of Property. Upon expiry or termination of this Agreement, you may request within 30 days to export or download Your Data. After 30-day period, we hold no obligation to maintain or provide any of Your Data and will delete or destroy all Your Data in our systems or otherwise in our possession, unless legally prohibited.
PROPRIETARY RIGHTS AND LICENSES
- Proprietary Rights. All our Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, create derivative works or use them in a fashion contrary to this Agreement. You have the right to access and use the Services subject to the terms of this Agreement.
- Your Rights; Your Data. You own and retain all rights to Your Data. You grant us and our applicable third parties to use Your Data as necessary to provide the Services to you and as permitted by this Agreement. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited licenses granted, we acquire no right, title or interest from you or your licensors under this Agreement.
- License to Use Feedback. You grant us license to use and incorporate into our services any comments, suggestion, enhancement, recommendation, correction or other feedback provided by you or Users, without any payment or attribution.
- Augmented Data. If we make Augmented Data available to you, you may use Augmented Data during your Purchased Subscription period only. We will make Augmented Data based on Your Data and it will only be available to you.
- CONFIDENTIALITY. During the term of this Agreement and following the expiration of this Agreement, all Confidential Information related to or obtained from either party shall be held in confidence by the Receiving Party to the same extent and in at least the same manner as its own confidential information. The Receiving Party will not use Confidential Information for any purpose outside the scope of this Agreement. The Receiving Party will limit access to Confidential Information to its employees, contractors, advisers and agents, who need access for purposes consistent with this Agreement. The Receiving Party will not disclose Confidential Information to any third party without a prior written consent of the Disclosing Party. Upon notice to the Disclosing Party, the Receiving Party may disclose Confidential Information to the extent compelled by law, to do so.
- PUBLICITY. You grant us the right to add your name and logo to our partner list, podcast and website in all our media releases.
- INDEMNIFICATION. You will defend, indemnify and hold us harmless against any third party claim, requests for injunctive relief, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, expenses and disbursements of any kind and nature, suit, action, or proceeding (each, an “Action”) brought by a third party under any theory of legal liability arising out of or related to any of the following: (a) your noncompliance with or breach of this Agreement, (b) actual or alleged use of the Services in violation of this Agreement or law, by you or by any person regardless of whether such person has been authorized to use the Services, (c) your use of Third Party Products, or (d) any dispute between persons who claim to have authority to act for you in connection with the control of your account with us. We will notify you so you have the right to immediately take control of the defense and investigation of any Action and provide you, at your expense, with any and all information and assistance reasonably requested by you to handle the matter. You shall not settle any Action on behalf of us or imposes any obligations on us without our prior written consent. If your or your customers’ non-identifiable data are used for research purposes, then the limitation of liability and indemnity clauses contained herein are waived with respect to any harms suffered or liabilities incurred as a result of such research activities.
- DISCLAIMER; LIMITATION OF LIABILITY.
- DISCLAIMER. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY, ACCURACY, COMPLETENESS, SUCCESS, PROFITABILITY, RELIABILITY, AVAILABILITY OR EXPECTED OPPORTUNITIES ASSOCIATED WITH OUR SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, OR MARKETPLACE. APPLICATION PROGRAMMING INTERFACES (APIS) MAY NOT BE AVAILABLE AT ALL TIMES. WE PROVIDE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
- NO INDIRECT DAMAGES. THE PARTIES AGREE THAT THE ALLOCATIONS OF RISK MADE IN THIS AGREEMENT ARE REASONABLE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, BUSINESS INFORMATION, GOOD WILL, LOSS OF PROFITS OR REVENUE, OR OTHER PECUNIARY LOSS, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED, THE LESSER OF: $5,000 OR THE TOTAL AMOUNT PAID BY YOU FOR THE SIX MONTHS SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, BUT WILL NOT LIMIT YOUR LIABILITY OR OBLIGATIONS UNDER THE PAYMENT OF FEES, INDEMNIFICATION OR FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS. IF YOU ARE USING FREE SERVICE, THIS LIMITATION SHALL NOT APPLY TO YOU, AND IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICE, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
- THIRD PARTY PRODUCTS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD PARTY PRODUCTS THAT YOU USE.
- NO-EXCLUSIVITY AND INDEPENDENT CONTRACTOR. You and your Customers will not have an exclusive right to market, sell or implement Solutions, and no franchise is granted to the Client. The Company expressly reserves the right to market and sell the Solutions itself to any entity. Each Party to this Agreement is an independent contractor. This Agreement does not create any agency, partnership, joint venture, employment or franchisor or franchisee relationship. Furthermore, no labor relationship between the Company and Client employees is created hereby. Neither Party has the right or authority to, and will not, assume or create any obligation of any nature whatsoever on behalf of the other Party or bind the other Party in any respect whatsoever. Notwithstanding the use of the term “partner” in this Agreement, the Parties do not intend to create any legal relationship of partnership between them, and neither will assert to any third party or otherwise claim that such a legal relationship exists between them. For greater certainty, the Client hereby acknowledges and agrees that the Company shall not, exercise any control over, or offer assistance in, the Client’s method of operation, including locations, business organization, marketing techniques or training.
- NON-SOLICITATION. During the term for two (2) year following the termination of this Agreement, each party will not solicit, hire, contract with or retain any of the other party’s directors, officers, employees, assignees, other partners, third party provider or customers without the party’s prior written consent; provided, however, that this limitation shall in no way apply to the hiring or solicitation of any of each party’s personnel that respond to public postings.
- No Waiver. Delay in exercising any right or remedy will be a waiver of such right or remedy. No course of dealings between you and us shall be construed as a waiver of any subsequent breach or modification hereof.
- Currency. Unless expressed in the applicable Order Form or Statement Of Work, all references to money amounts are to the lawful currency of the United States Dollars (“USD”).
- Severability. If, in any jurisdiction, any part of this Agreement is unenforceable, such provision is ineffective without invalidating the remaining provisions of this Agreement and such unenforceable provision will be deemed to superseded by a valid, enforceable provision that most closely matches the intent of original provision
- Interpretation. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.
- Assignment. This Agreement and each party’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by a party without the other’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.
- Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement
- Survival. The following sections shall survive the expiration or termination of this Agreement: “Definitions”, “Your Use of Services”, “Fees and Payment”, “No Early Termination; No Refunds”, “Termination/Suspension”, “Effects of Termination”, “Return of Property”, “Proprietary Rights and Licenses”, “Confidentiality”, “Publicity”, “Indemnification”, “Disclaimer; Limitation of Liability”, “No-Exclusivity and Independent Contractor” and “Miscellaneous”.
- Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with the laws of the State of Georgia and all applicable federal laws of the United States of America, without regards to its conflict of law principles. The Parties do hereby irrevocably consent to the jurisdiction of courts located in Jefferson, Georgia for the resolution of any disputes arising out of this Agreement. The parties also agree that they will first attempt to resolve any disputes arising under this Agreement through good faith negotiations.
Welcome to https://spinnermedia.com. The https://spinnermedia.com website (the “Website”) is comprised of various web pages operated by SpinnerMedia (the “Company”) which is a subsidiary of Phooey Brands, LLC. The Website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of the Website indicates and constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
The purpose of the Website is to provide articles, news and information about services from SpinnerMedia, and to process orders and payments for products and services.
Visiting the Website or sending e-mails to the Company constitutes electronic communications. By visiting the Website you consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via e-mail and on the Website, satisfy any legal requirement that such communications be in writing.
If you use the Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that the Company is not responsible for any third party access to your account that results from theft or misappropriation of your account. The Company and reserves the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
LINKS TO THIRD PARTY SITES/THIRD PARTY SERVICES
The Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the Linked Site or any association with its operators.
Certain services made available via the Website are delivered by third party websites and organizations. By using any product, service or functionality originating from the Company, you hereby acknowledge and consent that the Company may share information and data with any third party with whom the Company has a contractual relationship to provide the requested product, service or functionality on behalf of https://spinnermedia.com users and customers.
NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY
All content included as part of the Website, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Website, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Website. The Company’s content is not for resale. Your use of the Website does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized by these Terms.
THIRD PARTY ACCOUNTS
You may have the option to connect your SpinnerMedia Website account to third party social media or online payment accounts. By connecting your SpinnerMedia Website account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites).
If you do not want information about you to be shared in this manner, do not use these features.
VISITORS AND CUSTOMERS OUTSIDE THE UNITED STATES
The Website is controlled, operated and administered by the Company from our offices within the USA. If you access the Website from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Company’s content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
PRICES DO NOT INCLUDE DUTY AND TAX FEES FOR INTERNATIONAL ORDERS. Duty, VAAT and customs tariffs are set by the destination country. The amount, if any of applicable duty, VAT, tariffs and taxes will vary by country. Any additional duties and taxes assessed by customs are the responsibility of the customer.
You agree to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SPINNERMEDIA AND/OR ITS SUPPLIERS/PARTNERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEBSITE AT ANY TIME.
SPINNERMEDIA AND/OR ITS SUPPLIERS/PARTNERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. SPINNERMEDIA AND/OR ITS SUPPLIERS/PARTNERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
The Company reserves the right, in its sole discretion, to terminate your access to the Website and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Georgia and you hereby consent to the exclusive jurisdiction and venue of courts in Georgia in all disputes arising out of or relating to the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this agreement or use of the Website. The Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Company’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by the Company with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and the Company with respect to the Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and the Company with respect to the Website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
CHANGES TO TERMS
The Company reserves the right, in its sole discretion, to change the Terms under which the Website, the Platform, and the Products and/or Services are offered. The most current version of the Terms will supersede all previous versions. The Company encourages you to periodically review the Terms to stay informed of our updates.
REGISTRATION DATA; ACCOUNT SECURITY
In consideration of your use of these Solutions, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Website and/or the Solutions (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your
PROPRIETARY RIGHTS IN SITE CONTENT; LIMITED LICENSE
You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
In addition, you agree not to use the Service or the Solutions to:
- harvest or collect email addresses or other contact information of other users from the Service or the Solutions by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- use the Service or the Solutions in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Solutions;
- use automated scripts to collect information from or otherwise interact with the Service or the Solutions;
- upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;
- impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
- upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, email addresses, Social Security numbers and credit card numbers;
- solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
- upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- intimidate or harass another;
- upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Solutions;
- upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Solutions, or which may expose Company or its users to any harm or liability of any type.
USER CONTENT POSTED ON THE SOLUTIONS
You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, “post”) on or through the Service or the Solutions, or transmit to or share with other users (collectively the “User Content”). You may not post, transmit, or share User Content on the Solutions or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Solutions and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Solutions or provide to the Company.
When you post User Content to the Solutions, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Solution or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Solution at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. The Company does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.
SOFTWARE SOLUTION MOBILE SERVICES
The Service includes certain services that are available via your mobile phone, including (i) the ability to upload content to Software Solutions via your mobile phone (Mobile Uploads), (ii) the ability to receive and reply to messages, (iii) the ability to browse Software Solutions from your mobile phone (Mobile Web), and (iv) the ability to access certain Software Solution features through a mobile application you have downloaded and installed on your mobile phone (Mobile Client) (collectively the “Mobile Services”). We do not charge for these Mobile Services. However, your carrier’s normal messaging, data and other rates and fees will still apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Software Solutions and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your “Reputation Intelligence” account information to ensure that your messages are not sent to the person that acquires your old number.
We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on any of our Software Solutions any materials that violate another party’s intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If you believe that any material on the Solutions infringes upon any copyright which you own or control, you may send a written notification of such infringement directly to us.
REPEAT INFRINGER POLICY
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company’s sole discretion, members who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Solutions and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
THIRD PARTY WEBSITES AND CONTENT
The Solutions contain (or you may be sent through the Solutions or the Service) links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Solutions, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Solutions and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Solutions or relating to any applications you use or install from the site.
PLATFORM APPLICATIONS AND SOFTWARE SOLUTIONS
Many of our Software Solutions use a set of APIs and services provided by the Company that enable third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by “Reputation Intelligence” and its users and/or that retrieve authorized data from third-party sites for use on the Software Solutions (“Platform Applications”)
Platform Developers may use the Software Solutions and create Platform Applications only in accordance with the terms and conditions set forth in an agreement entered into between us and the Platform Developer (“Developer Terms”). Our standard Developer Terms consist of the specific Software Solution Developer Terms of Service and the related Software Solutions Platform Application Guidelines. We may from time to time enter into separate agreements with certain third-party Platform Developers that contain different or additional terms, provided however, that each such separate agreement will require the third-party Platform Developer to only display your information in accordance with your Platform privacy settings. The standard Developer Terms are subject to change without prior notice at any time, in the Company’s sole discretion, so you should review these documents from time to time. ALL USE OF THE PLATFORM IS PROVIDED “AS IS” AND AT YOUR OWN RISK.
You are solely responsible for your interactions with other “Reputation Intelligence” users or users of related Third Party Sites. We reserve the right, but have no obligation, to monitor disputes between you and other users.
The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Solutions or in connection with the Service, whether posted or caused by users of the Solutions, by third parties or by any of the equipment or programming associated with or utilized in the Solutions or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Solutions and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Solutions or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Solutions or Service.
The Solutions and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Solutions or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Solutions or the Service or transmitted to Users, or any interactions between users of the Solutions, whether online or offline.
THE SOLUTIONS, THE SERVICE (INCLUDING THE MOBILE SERVICES, AND THE SHARE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED “AS-IS” AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SOLUTIONS AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE WEBSITE, THE SOLUTIONS, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SOLUTIONS OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
The Company reserves the right to change any and all content, software and other items used or contained in the Solutions and any Services and Platform Applications offered through the Solutions at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
If you have any questions, comments or concerns about these Terms, please contact us as follows:
Address: SpinnerMedia, 2095 Highway 211 NW, Suite 2F #160, Braselton, GA 30517