Effective date: June 19, 2020
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
SECTION 22 BELOW HAS A MANDATORY ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS. BY AGREEING TO THESE TERMS, YOU AGREE TO THOSE PROVISIONS.
Your Interaction with Our Hosts and Merchants. Spin's Services allow third-party retailers and merchants (collectively, "Merchants") to promote and sell their products ("Products") to you through individuals who host ("Host") livestreamed or recorded shows and marketing events ("Events") through our Services. Hosts work for or are paid by Merchants to promote and sell Products through our Services. Hosts are not Spin employees and do not represent or express Spin's viewpoints. By using the Services, you can attend Events and purchase Products promoted by Hosts through our Services, which Merchants fulfill.
For Your Personal Use. The Services are for your own use only, and you may not use them to resell, lease, or provide the Services or Products in any other way to anyone else. You must be of the age of majority in your jurisdiction to use our Services. The Services are not directed at children under 13 years old, and Spin does not knowingly collect or maintain personal information from children under 13 years of age.
Registration; Registration Data. Subject to your continued compliance with these Terms, you may register for one (1) account ("Account") with Spin through which you may engage with Merchants and Hosts and purchase Products. You do not need an Account to attend Events, but you do need to create an Account to purchase any Products. If you have been previously suspended, removed, or otherwise deactivated from using the Services, you may not create or register another account to use the Services. You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Services ("Registration Data"); and (b) maintain and promptly update the Registration Data, and any other information you provide to Spin, and to keep it accurate, current and complete. You are responsible for any and all actions, including purchases and payments made through your Account. We are not responsible for any loss you suffer as a result of your not keeping your Registration Data current.
Your Account Security. When you create and register your account with us, you choose a user name and password and may choose another device authentication method. You are responsible for maintaining the security of your password and device and to supervise use of your account. You must notify us immediately via the contact information provided below if you suspect any unauthorized use of or access to your account. You will not share or transfer your account or password with or to anyone. We assume that anyone using the Services or transacting through your account is you.
Inactivity of Your Account. Your account will be deemed inactive if you do not interact with a Host or purchase Products for one (1) year period. Before inactivating your Account, Spin will provide you thirty (30) days notice by sending an email or text message to the email address or phone number provided in your Registration Data that your Account will be considered inactive. Prior to the effective Account inactivation, you may prevent your Account from becoming inactive by doing either of the following: i) engaging in an event hosted on our Services; or ii) purchasing a Product.
EVENTS AND PRODUCTS
Events. From time to time you may attend available Events within your discretion. You are not obligated to attend any specific Events. Events may be time limited. You are not guaranteed to be able to attend any specific Event.
Products. You will have the opportunity to purchase Products from sponsoring Merchants at Events. You are not obligated to purchase any Products and there is no guarantee that Products will be available to you. The Merchant will set forth the terms and conditions of a Product purchase, including price, availability, shipping fees, estimated shipping times, and conditions for returns. You shall complete purchases and pay for Products through your Spin Account, and Merchant will fulfill your Product purchase. You are solely responsible for paying the agreed upon amount for Products. Merchant, not Spin, fulfills and is responsible for Products. You must [contact the Merchant/other process] for any issues relating to Products, and any adjustments agreed upon between you and the Merchant will be made through your Spin Account.
YOUR USE OF SERVICES
Fraudulent Activity. Any form of fraudulent activity is a violation of these Terms. Spin may take any action in its sole discretion against any activity it deems fraudulent, including terminating your account and taking any other legal or equitable action which may be available to us.
Our Communications with You. We send notices to the email address you maintain in your Registration Data. As part of the Services, you may receive push notifications, text messages, alerts, emails or other types of messages directly sent to you outside or inside Services ("Messages"). You have control over the Messages settings, and can opt in or out of these Messages through the features available for each specific means of Messaging, such as through the Services or through your device's operating system. Some Messages are transactional in nature and you cannot unsubscribe from them. Please be aware that messaging fees may apply depending on the message plan you have with your wireless carrier. You are responsible for keeping your Registration Data current to avoid missing notices about your account or changes to our Terms or a notice regarding termination of Services.
Intellectual Property. Except as otherwise indicated, the Services, and all text, images, marks, logos and other content contained in or communicated using the Services, including, without limitation, the Spin name, logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Content") are the property of Spin or its licensors and are protected by United States and international copyright or trademark laws. All rights to the Content are expressly reserved by Spin. Nothing contained in the Services may be construed as granting, by implication, estoppel or otherwise, any license or right to use any patent, trademark, copyright or other proprietary right of Spin or any third party without the prior written permission of Spin or such other party that may own such patent, trademark, copyright or other proprietary right(s).
Limited License. Spin grants you a personal, non-commercial, limited, non-exclusive, non-transferable and non-sublicensable license to access and use the Services and to view, copy and print portions of the Content. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print portions of the Content for your own informational, personal and non-commercial use in accordance with the Terms; (ii) you may not modify or otherwise make derivative uses of the Services or the Content, or any portion thereof; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Services or the Content other than for their intended purpose; and (vi) you may not reproduce, prepare derivative works from, distribute or display the Services or any Content (except for page cacheing), except as provided herein. Except as expressly permitted above, any use of any portion of the Services or Content without the prior written permission of Spin is strictly prohibited and will terminate the license granted herein. This license is revocable at any time, and for any reason, or for no reason. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. You may contact Spin at firstname.lastname@example.org to request permission for uses of Content not included in the license.
Your Warranties. You represent and warrant that you will be personally responsible for your use of the Services, including any Product purchases you make, and that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law.
Disclaimer of Warranties. We take reasonable steps to provide the Services in a secure, timely, accurate and complete manner. However, it is possible that information provided through the Services may be incorrect or not current. Further, the Internet has inherent risks, and we cannot guarantee that your access to and use of the Services will be uninterrupted or error free or that the Services, or sites to which they may link, will be free from loss, corruption, attack, interference, hacking or other security intrusion. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our sites for reconstruction of any of your lost data. You are responsible for making sure your Registration Data is correct and current. The Products that you purchase are not sold, fulfilled, or endorsed by us, and we have no responsibility for them or for any loss or damage you may suffer from purchasing or using them. Hosts do not represent Spin, and we are not responsible for any views or endorsements made by Hosts. Spin is not responsible for typographical errors or omissions relating to pricing, text, video, or photography. Spin is not responsible or liable for any loss or damage of any sort incurred as the result of your interaction with Merchants or Hosts on the Services. YOUR USE OF THE SERVICES AND THE CONTENT PROVIDED ON THE WEBSITES AND MOBILE APPLICATIONS IS AT YOUR OWN RISK. THE SERVICES AND THE CONTENT PROVIDED THROUGH THE WEBSITE AND MOBILE APPLICATIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESSED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUS, IS GIVEN WITH RESPECT TO THE SERVICES, THE MOBILE APPLICATIONS OR ANY HYPERLINKS TO OTHER INTERNET RESOURCES.
Limitation of Liability. SPIN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (THE "SPIN PARTIES") SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO: LOSS OF USE, DATA, REVENUE, OR PROFITS, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, CONTENT, OR APP. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY FOR ANY CLAIM THAT YOU MAY HAVE RELATING TO THE SERVICES OR MATERIALS IS YOUR RIGHT TO CEASE USE OF THE SERVICES AND MATERIALS.
Indemnification. You agree to defend, indemnify and hold harmless Spin, its affiliates, officers, agents, employees, and partners arising from or in any way related to any third party claims relating to from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Services other than as expressly authorized in these Terms of Service, your violation of the rights of a third party, or any negligent acts, omissions or intentional wrongdoing by you. Any such indemnification shall be conditioned on the indemnified party: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. The indemnified party shall be entitled to participate in such defense at its own cost and expense. The foregoing Disclaimer of Warranties, Limitation of Liability and Indemnification provisions shall apply to the fullest extent permitted by law.
User Communications. You may be able to provide responses, comment, or suggestions and submit questions through the Services ("User Submissions"). To the extent you publicly post the User Submissions, you agree that they will not be harassing or otherwise inappropriate or unrelated to the Services. We are not responsible for the content of User Submissions, including their accuracy or quality, but we may monitor the submission of User Submissions in our sole discretion. We cannot control and have no duty to take any action regarding how you may interpret third party User Submissions, and you hereby release us from any all liability relating thereto. You are responsible for all your own activity in connection with the Services. User Submissions will become Spin's property. You hereby relinquish and assign to Spin the worldwide, royalty free, right and title to run, use, re-use, implement, copy, display, and create derivative works from those User Submissions, including any ideas, concepts, know-how, or techniques contained therein for any purpose.
Cessation, Suspension, and Termination. You are free, at any time, to stop using the Services by contacting us at email@example.com, or if you stop using the Services for one (1) year or more, your account will automatically become inactive, as set forth above. Spin may also terminate (or suspend access to) your use of the Services or your account, for any reason in our sole discretion, including if you violate any of these Terms. Spin has the sole discretion to determine whether you are in violation of these Terms. Account termination may result in destruction of any Content associated with your account. We will try to provide advance notice to you prior to our terminating your account, but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, otherwise harmful to the rights or property of Spin, or for any other reason deemed reasonable by us. Spin may also stop providing the Services at any time.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Spin's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations in our sole discretion.
Applicable Law and Venue. Subject to Section 22 below, these Terms are governed by and will be construed under the laws of the State of Wisconsin, without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in a court of competent jurisdiction in the State of Wisconsin, Dane County. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Wisconsin.
Mandatory Arbitration; Class Action Waiver**.** You agree that all claims or disputes arising out of the Terms will be decided by an arbitrator through arbitration and not by a judge or jury ("Arbitration Agreement"). This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), which are available at www.adr.org. The arbitrator's fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys' fees. The arbitration proceeding will take place in Madison, Wisconsin, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator's decision and award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver and/or the arbitrability of a claim or dispute may only be determined by an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party's intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
LIMITED TIME TO BRING A CLAIM. YOU AND WE AGREE TO BEGIN ANY CLAIM AND/OR ARBITRATION WITHIN ONE YEAR AFTER A CLAIM ARISES; OTHERWISE, THE CLAIM IS WAIVED.
WAIVER OF JURY TRIAL. YOU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Spin are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 22 above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Survival. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms that relate to any disputes between you and Spin.
Severability. If any provision of the Terms is for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of the Terms shall be unimpaired and shall remain in full force and effect.
Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Spin agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Spin, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all modifications to these Terms must be in a writing signed by both parties (except as otherwise provided herein). You agree that Spin has not made, and you have not relied on, any representation by Spin relating to the Products, the Services, or the website or mobile application other than those expressly set forth in these Terms. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Spin in any respect whatsoever. You and Spin agree there are no third-party beneficiaries intended under these Terms.
Questions. If you have any questions regarding these Terms or your use of the Services, please submit a support request or contact us at: Spin Live, Inc, (firstname.lastname@example.org).