Terms of Service
Last Updated: June 15, 2022
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS UNLESS YOU OPT OUT, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION 9 BELOW. THIS SECTION, WITH LIMITED EXCEPTION, REQUIRES YOU AND SPOT TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION. PLEASE READ CAREFULLY.
These Spot User Terms of Service (the “User Terms”) govern your access to or use of the online and hybrid office space platform and services generally described at www.Spotvirtual.com and its associated services (online and offline), products, software, mobile applications, information, networks, distribution channels, components, APIs, and documentation (”Services”) offered or made available by Spot.xyz Corporation, a Delaware Corporation, or its parents, subsidiaries, and corporate affiliates (“Spot” "we" "us" or “our").
These User Terms and the Community Guidelines incorporated herein by reference, form a legally binding contract between you and us.
1. Who these terms apply to - read carefully!
You are subject to these User Terms (a “User”) if:
- you are a “Guest” which is defined as any individual or entity that signs up for, or accesses a Spot account, or who attends, participates in, or interacts at, an Space. Examples include without limitation, individual Space attendees and speakers; or
- you are a “Team Member” which is defined as any individual or entity that is affiliated with the Host (see below) and that uses or accesses the Services in any way. Examples include without limitation, Space managers, agencies, consultants, contractors (such as for A/V services), sponsors, and exhibitors.
The term “Host” refers to the company, entity, institution, organization, or individual who is the public facing “brand” of the virtual or hybrid office space (“Space”). A Host could be a company such as Jane Doe Corporation (fictional name), or an individual such as Jane Doe (also fictional).
If the Host enters into customer terms with Spot or other Spot customer agreement (including agreements provided to the Host via a referral partner), it is a direct customer of Spot.
If the Host is not a direct customer of Spot, it typically means that the Host acquired the right to use the Services via a third-party reseller or agency, in which case the Host’s use of the Services are governed by its agreement with that reseller or agency.
In each case above, the Host is subject to those separate customer and/or reseller or agency terms, and the Host’s Guests and Team Members are subject to these User Terms; provided however that if you are the individual who is both the Host and the named Spot account holder, these User Terms also apply to your use of the account and Services in your capacity as a Team Member.
1.1 Spot’s role
Spaces are organized and administered by the Host, not Spot. We are a third party providing the Services and its incorporated technology platforms (the “Platform”) to facilitate Spot Spaces taking place. For the purpose of this Agreement, the Services includes the Platform.
We are not responsible and cannot be held liable for any matters described in the Host Responsibility section (below).
1.2 Host’s responsibilities
The Host has full control over the running of any Space. This includes the member list, Guest list, invitee list, when Spaces are created and how they are configured, and what functionality and third-party integrations are available for use at each Space.
The Host is solely responsible:
- if a Space is cancelled;
- for how a Space is run;
- for ticket and merchandise sales and donation handling;
- for marketing activities related to the Space;
- for promotions, contests, and sweepstakes offered in connection with the Space;
- for informing Guests of any relevant policies and practices and securing agreements and consents with its Guests (e.g., marketing and personal data consents);
- for any content produced or provided;
- for any activities carried out in a Space; and
- for monitoring and managing the conduct of Users.
Please contact the Host directly for any of the above matters. It is solely the Host’s responsibility to respond to and resolve any dispute between the Host and any Guest or Team Member. The Host may also block or revoke a User’s access to its Space at any time and in its sole discretion.
1.3 User Representation
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these User Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use Services for any illegal or unauthorized purpose; and (7) your use of Services will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of Services (or any portion thereof).
2. Right to use Services
Subject to these User Terms, we grant you a limited, non-sublicensable license to access and use Services:
- where you are a Team Member, for the internal business purposes of the Host only, to create, organize and host Spaces on Services; and
- where you are a Guest, to attend and participate in Spaces for your personal, non-commercial purposes only, subject to any additional terms imposed by the Host.
You agree that you will not (unless you have our express prior permission):
- violate our Community Guidelines
- reproduce, duplicate, copy or resell any part of the Services or related content;
- resell, rent, lease, sub-license, loan, provide, distribute, or otherwise make available, your right to use or access Services or any part of it, in any form, in whole or in part to any person without prior written consent from us or in respect to Space content except as permitted by the Host;
- disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Services or any content on it nor attempt to do any such things, except to the extent permitted by law;
- copy, translate, merge, adapt, vary, alter or modify, the whole or any part of Services or any content on it, nor permit Services or any part of it to be combined with, or become incorporated in, any other programs or channels, except as necessary to use Services as permitted in these User Terms;
- use Services maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into Services or any operating system;
- use Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users, including by removing, circumventing, damaging or otherwise interfering with security-related features that prevent or restrict use or copying, pasting, printing, downloading or sharing of any content, or that enforce limitations on the use of the Services or related content;
- access, collect, harvest or modify any information, content or data related to the Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions to or from the servers running Services;
- access, search or create accounts for Services by any means other than our publicly supported interfaces (e.g. “scraping” or creating accounts in bulk);
- access without authority, interfere with, damage or disrupt any part of the Services, any equipment or network on which the Services is stored, any software used in the provision of the Services, or any equipment or network or software owned or used by any third party;
- use another user’s information (including email addresses) to contact them outside of Services without their express permission or authority, or to create or distribute mailing lists or other collections of contact or user profile information for other Users for use outside of Services; and
- impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own.
3. Contributions and Personal Data
As part of an Space, you may submit or make available certain content, information, and data, such as messages or files (“Contributions”). You are responsible for your Contributions, and you assume all risks associated with your Contributions, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure that makes you or anyone else personally identifiable. You represent and warrant that you own or have the necessary rights, consents, and permissions to use and authorize the use of Contributions as described herein. You may not imply that Contributions are in any way sponsored or endorsed by Spot.
We are not responsible or liable to you or any third-party for the content or accuracy of any Contributions. We may reject or remove Contributions (such as Contributions that violate these User Terms, our Community Guidelines, or applicable law), but we have no obligation to do so.
If you believe a Contribution infringes your intellectual property rights, see our Community Guidelines.
3.2 Personal data in Contributions
3.3 Children’s Data
You may not use the Services to collect data directly from children under the age of 14. In respect of any Space attended by children under the age of 14, a parent or legal guardian, as applicable, must register the minor and provide the required consent.
3.4 Limited License to Contributions
Solely in connection with your interaction with the applicable Space, You grant to Spot a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual, irrevocable, license to the Contributions to use, reproduce, modify, adapt, publish, translate, distribute, perform and display such Contributions in any form, format, media, and channel.
3.5 User Generated Contributions
Spot may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on Spot, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
- The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
- You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, Spot, and other users of Services to use your Contributions in any manner contemplated by Spot and these User Terms.
- You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by Spot and these User Terms.
- Your Contributions are not false, inaccurate, or misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
- Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
- Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
- Your Contributions do not violate any applicable law, regulation, or rule.
- Your Contributions do not violate the privacy or publicity rights of any third party.
- Your Contributions do not contain any material that solicits personal information from anyone under the age of 14 or exploits people under the age of 18 in a sexual or violent manner.
- Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your Contributions do not otherwise violate, or link to material that violates, any provision of these User Terms, or any applicable law or regulation.
Any use of Services in violation of the foregoing violates these User Terms and may result in, among other things, termination or suspension of your rights to use Services.
3.6 Social Media
As part of the functionality of Services, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through Services. You will have the ability to disable the connection between your account on Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use Services. You can deactivate the connection between Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
3.7 Third-Party Websites and Content
Services may contain (or you may be sent via Services) links to other websites ("Third-Party Websites") 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 ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through Services or any Third-Party Content posted on, available through, or installed from Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these User Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from Services or relating to any applications you use or install from Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
4. Intellectual property rights
All intellectual property rights in the Services throughout the world belong to us (or our licensors). You have no intellectual property rights in, or to, the Services other than the right to use it in accordance with these User Terms.
If you provide feedback, comments or suggestions for improvements related to any Spot services or products (in written, oral, or any other form) (“Feedback”), you represent and warrant that you (a) have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) the Feedback does not contain the confidential or proprietary information of any third party or parties. You (i) acknowledge that Services may have something similar to the Feedback already under consideration or in development, and (ii) assign to Spot your entire right, title, and interest (including any intellectual property rights) in and to Feedback. To the extent that any right, title, or interest cannot be assigned under applicable law, you hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback without any compensation, and waive any right, title or interest and consent to any action of Spot, its service providers, successors, and assigns that would violate such right, title, or interest in the absence of such consent. You agree to execute any documents necessary to effect the foregoing assignment, waivers, or consents.
5. Promotional activities
You may promote, administer, or conduct a promotion, contest, or sweepstakes on, through or using Services (a “Promotion”), only if you:
(a) carry out all Promotions in compliance with all applicable laws and regulations, and our Community Guidelines;
(b) you make expressly clear that the Promotion is yours and that Services does not sponsor, co-sponsor, endorse or support the Promotion.
You will be solely responsible for all aspects of, and expenses related to, your Promotion, including, without limitation, the execution, administration, and operation of the Promotion, drafting and posting any official rules, selecting winners, issuing prizes, and obtaining all necessary third-party permissions and approvals.
We have the right to remove your Promotion from the Platform if we reasonably believe that your Promotion does not comply with applicable law or our Community Guidelines.
6. Limitation of Liability
6.1 Acknowledge and Agreement of Limitation of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. SPOT WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE USER TERMS; (II) THE USE OF OR INABILITY TO USE THE SERVICES; (III) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SERVICES; (IV) ANY AND ALL USES OF THE SERVICES; AND/OR (V) YOUR MISCONDUCT OR NEGLIGENT USE OF THE SERVICES, OR THE NEGLIGENCE OR MISCONDUCT OF A THIRD PARTY WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPOT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SPOT’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO YOUR RELATIONSHIP WITH SPOT, THESE USER TERMS, YOUR USE OF THE SERVICES, EXCEED THE GREATER OF THE AMOUNTS YOU HAVE PAID TO SPOT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENT HAS BEEN MADE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPOT AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6.2 Limitation of Liability for all Users who reside in the EEA and the United Kingdom
If we fail to comply with these User Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these User Terms, both we and you knew it might happen.
6.3 Disclaimer of Warranties
The Services are provided for general information and entertainment purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from Spot.
THE SERVICES ARE PROVIDED “AS-IS” AND ON AN “AS AVAILABLE” BASIS AND YOU USE IT SOLELY AT YOUR OWN RISK. SPOT DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONALITY OF ANY OF THE SERVICES WILL BE IN GOOD REPAIR OR ERROR-FREE OR FREE FROM DELAYS, DEFECTS, OMISSIONS, INTERRUPTIONS OR INACCURACIES. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SPOT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Therefore, WITHOUT LIMITING THE RELEASE OF LIABILITY:
- to the fullest extent permissible by law, Spot hereby disclaims and make no representations, warranties, endorsements, or promises, express or implied, as to: (i) the services (including Contributions); (ii) the functions, features, or any other elements on, or made accessible through, the services, including whether the services will be available at any particular time or location; (iii) whether information or instructions offered or referenced at or linked through the services is accurate, complete, correct, adequate, useful, timely, or reliable; (iv) whether the services or the servers that make the services available are free from any harmful components; and (v) whether your use of the services is lawful in any particular jurisdiction.
- THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPOT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- IN NO EVENT SHALL SPOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES OF ANY KIND OR INJURIES ARISING FROM THE SERVICES; AND
- YOU HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT AS MAY OTHERWISE BE LIMITED BY LAW, SPOT IS NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, INCLUDING THOSE THAT ARISE OUT OF OR RELATE TO (A) ANY RISK, DANGER, OR HAZARD DESCRIBED IN THIS AGREEMENT, (B) YOUR USE OF, OR INABILITY TO USE, ANY OF THE SERVICES, (C) YOUR BREACH OF THESE USER TERMS AND/OR YOUR VIOLATION OF ANY LAW, RULE, REGULATION, AND/OR ORDINANCE, (D) ANY NEGLIGENCE, MISCONDUCT, AND/OR OTHER ACTION AND/OR INACTION BY YOU OR ANY THIRD PARTY.
SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF VARIOUS WARRANTIES, SO ONE OR MORE OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.
6.4 Please back-up your content and data
While we have taken reasonable security measures, we recommend that you regularly back up any content and data used in connection with the Services.
6.5 Check that the Services are suitable for you
The Services have not been developed to meet your individual requirements. Please check that the facilities and functions of Services meet your requirements.
6.6 We are not responsible for events outside our control
If the provisioning of the Services is delayed by an event outside our control, we will contact you as soon as reasonably possible to let you know and we will take steps to minimize the effect of the delay. Provided we have acted reasonably in letting you know about the delay where it is possible for us to do so, we will not be liable for delays caused by the event.
6.7 We are not responsible for third party websites and services
The Services may contain links or referrals to third party and other independent websites and services which are not provided by us. Such websites and services are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use them, including whether to buy any products or services offered by them.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of Services; (3) breach of these User Terms; (4) any breach of your representations and warranties set forth in these User Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of Services with whom you connected via Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
7.1 You may terminate these User Terms at any time by deleting your Services User account.
7.2 Discretion to Terminate
We can, in our sole discretion, terminate these User Terms and/or your right to access or use Services at any time, without notice, for any reason, including where we reasonably consider that (a) your use of the Services violates these User Terms or applicable law; or (b) we are unable to continue providing Services to you due to technical or legitimate business reasons. In the event of such termination:
- Spot revokes any licenses granted to you hereunder;
- You must stop all activities authorized by these User Terms, including your use of Services.
- You must delete or remove Services from all devices in your possession and immediately destroy all copies of Services which you have and confirm to us that you have done this.
- We may take all steps necessary to prevent you from accessing or using Services including suspending your Services User account.
8. Technical requirements
In order to use Services, it is necessary that you have a device that allows you access to the Internet, and an email. In order for certain functionalities and features to work properly, a camera or microphone and a headset or loudspeaker must be on and not used by another application. You expressly acknowledge and agree that we are not responsible for satisfying the foregoing requirements, and that the quality of messages, information or files sent, posted, streamed, published or otherwise transmitted using Services may differ from the uploaded stream or file, in order to conform and adapt to standards of transferring data, connecting networks, devices or requirements of Services.
9. Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SPOT CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SPOT TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION IN COURT.
9.1 Contact Us First.
If you have a question or concern about the Services, please contact us first. Our customer support team will try to answer your question or resolve your concern.
9.2 Agreement to Arbitrate
In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, you and Spot mutually agree to give up our right to resolve disagreements in a court of law by a judge or jury, and, as described below, agree to binding and final arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq.
You and Spot agree that this arbitration agreement is governed by the Federal Arbitration Act, and shall survive even after these User Terms or any Services terminate.
9.3 Claims Covered by Arbitration
Other than the exceptions in Section 9.5, you and Spot agree that any disagreement, claim, or controversy arising out of or relating in any way to these User Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or your access to and/or use of the Spot services, or the provision of content, services, and/or technology on or through the services (hereinafter, “Claims”), shall be resolved by final and binding arbitration to the fullest extent allowed by law.
9.4 Delegation to Arbitrator
If there is a disagreement about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and Spot agree that this threshold disagreement shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disagreements.
9.5 Claims Not Covered by Arbitration
This arbitration agreement shall not require arbitration of the following types of claims: (1) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction; and (2) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. To the extent that either you or we elect to have a dispute resolved in small claims court after an arbitration is initiated, the party that initiated the arbitration agrees to dismiss or suspend the arbitration and seek to resolve the dispute in small claims court. You and we agree that any dispute regarding whether the dispute is properly within the jurisdiction of a small claims court shall be resolved by the small claims court in the first instance (unless it is unwilling to do so) and not the arbitrator or the American Arbitration Association (“AAA”), including in the situation where an arbitration is already initiated and one party invokes the small claims court option.
9.6 Class Action Waiver
Except as otherwise required under applicable law, you and Spot agree to bring and resolve any Claims only on an individual basis, and not as a named-plaintiff or class member in any class or representative proceeding. you and Spot acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Claims (hereinafter, “Class Action Waiver”). Further, the arbitrator may not consolidate more than one party’s claims and may not preside over any class, consolidated, or representative proceeding, unless you and Spot agree otherwise in writing.
Notwithstanding any other provision of this arbitration agreement or the AAA Rules, specific disagreements about the scope, applicability, enforceability, revocability or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final determination that the Class Action Waiver is unenforceable as to certain claims brought on a class or representative basis, then those claims shall be severed from any remaining claims and may proceed in court, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to any remaining claims to the fullest extent possible.
9.7 Arbitration Rules, Procedures, and Costs
You and Spot agree that the arbitration shall be administered by the AAA before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. The arbitrator will apply the terms of this arbitration agreement and the applicable AAA rules, which are available at www.adr.org or by calling 1–800–778–7879. If you are an individual person, the arbitrator shall apply the AAA Consumer Arbitration Rules. If you are not an individual person, but are an entity or company, the arbitrator shall apply the AAA Commercial Arbitration Rules.
If you are an individual person and bring a claim solely for monetary relief of $10,000 or less: Spot will agree to pay for any filing, administrative, or hearing fees charged by the AAA. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the AAA Consumer Arbitration Rules.
If you are an individual person and bring a claim for monetary relief exceeding $10,000: The AAA Consumer Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA, including limiting your filing fee to $200. In addition, fee waivers or other forms of cost relief at the arbitrator’s discretion may be available. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the AAA Consumer Arbitration Rules.
If you are not an individual person: The AAA Commercial Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA.
The arbitrator shall have the power to decide any motions, including dispositive or summary judgment motions, brought by any party to the arbitration. The arbitrator may grant any remedy, relief, or outcome that the parties could have received in court to resolve the party’s individual claim, including awards of attorney’s fees and costs, in accordance with the law or laws that apply to the Claim. The arbitrator shall provide in writing to the parties the basis for any award or decision. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court with proper jurisdiction.
Except for the Class Action Waiver in Section 9.6 above, if any clause within this arbitration agreement is found to be illegal or unenforceable, that specific clause will be severed from this arbitration agreement, and the remainder of the arbitration agreement will be given full force and effect.
If you are an individual person, you have the right to opt-out and not be bound by this arbitration agreement by sending written notice to Spot—clearly indicating your intent to opt out of this arbitration agreement and including the name, phone number, and email address associated with your account—via email (legal@Spotvirtual.com). Your opt-out notice must be sent within 30 days of your agreement to these User Terms.
If you do not opt-out of this arbitration agreement within the 30-day period, you and Spot shall be bound by the terms of this arbitration agreement in full. If you opt-out of this arbitration agreement within the 30-day period, it will not affect any other, previous, or future arbitration agreements that you may have with Spot.
9.10 Pre-Arbitration Notification and Negotiation Process
Prior to initiating an arbitration, you and Spot each agree to first attempt to negotiate an informal resolution of any Claims covered in Section 9.2. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to Spot via email to email@example.com with “LEGAL NOTICE” in the subject line; Spot will send such written notice to the email address you have provided to Spot.
During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.
After a good faith effort to negotiate, if you or Spot believe a Claim covered in Section 9.2 cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the AAA Rules.
10. Other important terms
10.1 Contacting us
If you are having any issues using the Services, please contact firstname.lastname@example.org
If we have to contact or notify you, we will do so by the contact information you provided us or via notification on the Platform or other reasonable method.
10.2 Updates to Spot
From time to time we may automatically update and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. We will not need your consent to do this, and your continued use of the Services following the update will be subject to these User Terms.
10.3 If someone else owns the phone or device you are using
If you stream Spot onto any phone, laptop, desktop or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these User Terms, whether or not you own the phone or other device.
10.4 Changes to these User Terms
We may change these User Terms to reflect changes in law or best practice, or to address changes in our Services. If you do not accept the changes, you are not permitted to continue using the Services.
10.5 Assignment and Transfer
We may transfer or assign our rights and obligations under these User Terms to an affiliated party of Spot or third party, with or without notice to you. You may not transfer your rights and obligations under these User Terms to someone else without our prior written consent.
10.6 If a court finds part of this agreement illegal, the rest will continue in force
Each of the paragraphs of these User Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
10.7 Even if we delay in enforcing this agreement, we can still enforce it later
Even if we delay in enforcing these User Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these User Terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
10.8 Which laws apply to this contract and where you may bring legal proceedings
If your contact address is in the United States, Delaware law governs User Terms, without reference to conflict of laws principles, and you can bring legal proceedings in respect of the products in a court of general jurisdiction in Delaware. If your contact address is not in the United States, these User Terms are governed by English law, and you can bring legal proceedings in respect of the products in the English courts.
We may take proceedings against you in any other court of competent jurisdiction, and the taking of proceedings in any one or more jurisdiction will not preclude us from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
10.9 Fees and Payment
We accept the following forms of payment:
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through Spot.
All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at email@example.com
10.11 Updates to Spotvirtual.com Software
The software periodically checks for system and app updates, and downloads and installs them for you. You may obtain updates only from Spotvirtual.com or authorized sources, and Spot may need to update your system to provide you with those updates. By accepting this agreement, you agree to receive these types of automatic updates without any additional notice.