SpareMin - SpareMin Mobile App & Headliner Software

TERMS OF SERVICE

Last updated:  June 1, 2018

These “Terms of Service” constitute a legal agreement between SpareMin Inc. (referred to as “SpareMin,” “us”, “we” or “our”) and you (“you”, “your” or “end user”) that governs your access to, and use of (1) our conversation and social connectivity service currently called “SpareMin Mobile App” (“Social Platform”), and (2) our video software-as-a-service currently called “Headliner” (“Software”).  The Social Platform and the Software are both made available through the websites located at sparemin.com and headliner.app (including any subdomains and successor websites) (“Site”) and/or via a mobile application(s) (“Mobile Apps”).  The Social Platform, Software, Site and Mobile Apps are collectively referred to herein as the “Service”. 

THIS IS A LEGAL CONTRACT.  READ THESE TERMS CAREFULLY.  BY ACCESSING OR USING THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS, AS WELL AS ANY AND ALL OTHER AGREEMENTS EXPRESSLY INCORPORATED BY REFERENCE (INCLUDING OUR PRIVACY POLICY AND Community Guidelines), AND ANY ALL POLICIES OR LEGAL NOTICES WE PUBLISH OR PROVIDE REGARDING THE SERVICE.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING UNDER THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE. 


 

TABLE OF CONTENTS

1.                   Description of the Service

2.                   Eligibility

3.                   Accounts

4.                   Your Content

5.                   Access to and Use of the Service

6.                   Privacy

7.                   Content and User Data

8.                   Sign In or Login with Social Media Sites; Third Party Sites

9.                   Community Guidelines

10.               User Responsibilities

11.               Intellectual Property

12.               Feedback

13.               Term; Termination; Suspension

14.               Apple iOS Special Terms and Conditions

15.               Changes to the Terms of Service

16.               Disclaimer

17.               Limitation of Liability

18.               Indemnification

19.               Miscellaneous


1.           DESCRIPTION OF THE SERVICE

1.1         Social Platform

The Social Platform is a conversation Service for the social web, which allows “Callers” and “Influencers” to connect through short, recorded VoIP calls (each, a “Call”).  In order to use the Social Platform, you must create an Account (See Section 3 below).  “Callers” are registered end users who request and participate in Calls with selected Influencers, and “Influencers” are registered end users who accept and participate in Calls with Callers. For the Social Platform, Influencers may also record and share the recordings of Calls, both inside and outside of the Service.  Accordingly, Influencers may access certain additional features and functions of the Service, and may have certain additional rights and obligations with respect to their use of the Service.

1.2         Headliner Software

The Headliner Software is provided to you in the form of software as a service (or “SaaS”), for use as an editing tool to create videos using your images and audio.  You will use the Software remotely, and the videos you create will be stored on your computer.  Please follow the instructions on the Site carefully to understand how to use the Software.

We may provide you with different options for using the Software, including paid, free and ad-supported versions (“SaaS Tiers”).  The pricing and additional terms and details of the SaaS Tiers are available on the Site.

2.           Eligibility

The Service is intended solely for users who are 18 years of age or older. By accessing or using the Service, you represent and warrant that: (i) you are 18 years of age or older and otherwise have capacity to contract; and (ii) if you are accessing or using the Service on behalf of an entity, you have the authority to bind that entity to these Terms of Service. The Service is controlled and offered by SpareMin from the United States.  SpareMin makes no representations that the Service is appropriate or available for use in other locations.

3.           Accounts

While you can browse through certain publicly-available information through the Site and the Mobile Apps without registering for an account through the Service, in order to use all of the features and functionality of the Social Platform and the Software, you will be required to register for an account with us.  You may be asked to provide certain registration details or other information, to enable you to create a user account and to help us provide the Service to you (“Account”).

You represent and warrant that: (i) all required registration information you submit is correct, current, and complete; (ii) you will maintain the accuracy of such information; (iii) your use of the Service does not violate any applicable law or regulation; and (iv) your facility(ies) or your residence(s) from where you are accessing and using the Service is in the United States.  Each set of Account credentials can be used by only one end user.  You are solely responsible for the confidentiality and use of your Account credentials, as well as for any use, misuse, or communications entered through the Service using one or more of them. You will promptly inform us of any need to deactivate an account or change your Account credentials.  Sparemin will not be liable for any loss or damage caused by any unauthorized use of your Account.

We are under no obligation to permit any individual to create an Account, and may accept or reject any Account or any end user’s attempt to create an Account in our sole and complete discretion.

4.           YOUR Content

(a) Ownership. You retain all rights/ownership of your content. We do not claim ownership in any way to your content.

(b) Licenses to Your Content in Order to Operate the ServiceWe require certain licenses from you to your content to promote, operate, and enable the Service. When you upload or create content to the Service, you grant SpareMin a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of promoting, operating, and/or improving the Service.

(c) Our Access. We will only access, view, or listen to your content in limited ways. In order to perform the Service, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms. Our automated systems may analyze your content. This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Service.

 (d) Internet Media.   SpareMin provides access to various media (e.g. images, videos, and audio) from various third party providers each with their own terms and conditions.  Please refer to the Media Use Terms for individual provider terms.  Use of their media must comply with their respective terms of service.  SpareMin also may provide information through the Service pertaining to media assets that may be found on the Internet (“Internet Media”).  When using the Software, we provide you with access to filters from some of the largest search engines, in order to refine your search for Internet Media by limiting results of the Internet Media to those that have been tagged by the creators as licensed “for commercial use with modification.”  

While these search filters can be used as a guide to help find Internet Media available for your use with the Service, these third-party websites have not always tagged their Internet Media properly.  You always need to understand and comply with the terms of the specific license associated with each Internet Media asset, and you may require prior permission from the owner of the copyright in the Internet Media asset in order to confirm that the license is authentic and correct.  Please note that under these licenses, you are generally required to give attribution to the site that or person who created the Internet Media.

While our Service is meant to facilitate your search to find Internet Media that you may legally use, it is your responsibility to make sure you use Internet Media in a manner consistent with applicable copyright laws.

 (e) Sharing Your Content.  Subject to the licensing terms for Internet Media as described in Section 4(d) above and these Terms of Service, the Service may allow you to email, post, transmit, upload, or otherwise make your Content available (whether to us or other users) through your use of the Service. Other users may use, copy, modify, or re-share your Content in many ways. Please consider carefully what you choose to share or make public.  You are solely responsible for the Content that you share with others.

5.           Access to and Use of the Service

5.1.        Subject to these Terms of Service, SpareMin grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, restricted license to access and use the Service in the United States solely to create video content for your personal or commercial use.  Use of the Service is void where prohibited.

5.1.1     License Grant Restrictions.  You hereby represent, warrant, and agree that:

(a)         Provided that you use the Service in accordance with these Terms of Service and the licensing terms described above in Section 4(d) above for Internet Media you may use the Service as follows:

                                 i.            for personal, non-commercial use; and/or

                               ii.            for commercial use;

(b)         You will NOT use the Service to

                                 i.            rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Service (excluding your Content), or any part thereof;

                               ii.            modify, make derivative works of, disassemble, reverse compile, attempt to find the source code of, or reverse engineer any part of, the Service;

                             iii.            access the Service in order to build a similar or competitive service;

                             iv.            except as expressly stated herein, copy, reproduce, distribute, republish, download, post, display or transmit any part of the Service;

                               v.            upload, transmit, or distribute any computer viruses, worms, or any software or attempt to gain unauthorized access to interfere with, disable, damage or alter, or disrupt a computer or communication network, handheld device, mobile device, data, any part of the Service, the server(s) on which the Service is stored, any server, computer, or database connected to the Service, or any other system, device or property;

                             vi.            access (or attempt to access) the Service by means other than through the interface that is provided by SpareMin;

                            vii.            remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices);

                          viii.            circumvent, disable, or otherwise interfere with the security or functionality of the Service or of features that enforce limitations on use of the Service;

                             ix.            infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;

                               x.            violate any law, statute, ordinance, or regulation, including, but not limited to, applicable export and re-export control laws and regulations; or

                             xi.            run any processes that interferes with the proper working of the Service (including by placing an unreasonable load on the Service’s infrastructure).   

6.           Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal and non-personal usage information collected from you in connection with your use of the Service, such as any information you submit to us including any personal information obtained through the Social Media Sites (“User Data”).  Please carefully review our Privacy Policy to learn about how we collect and use your User Data before accessing the Service. 

With regards to User Data, you hereby grant SpareMin access to User Data for the purpose of providing the Service to you, maintaining and enhancing the features and functionality of the Service, and any other uses expressly permitted under our Privacy Policy.

The User Data collected via the Service is used as generally described in our Privacy Policy and more specifically to (collectively, the “Data Uses”):

·       Diagnose problems with and/or improve the Service;

·       Gather broad, aggregated information to help SpareMin understand end user interests;

·       Market the Service;

·       Improve the performance of the Service; and

·       Validate, modify, enhance and/or improve any of SpareMin’s products, services and/or data, including the Service.

We do not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to use the Service. If you believe that we might have any personal information from or about a child under 13, please contact us at privacystatement@SpareMin.com.

7.           Content WAIVER 

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, OR OTHER PROCEEDINGS OF ANY KIND, LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS, OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN, IN ANY JURISDICTION THROUGHOUT THE WORLD (“CONTENT CLAIMS”) ARISING FROM AUTHORIZED PERSONS’ EXERCISE OF THE LICENSE RIGHTS GRANTED HEREIN OR USE OR EXPLOITATION OF THE CONTENT OR USER DATA, AND AGREE NOT TO MAKE OR BRING ANY CONTENT CLAIM AGAINST ANY AUTHORIZED PERSON, AND FOREVER RELEASE AND DISCHARGE AUTHORIZED PERSONS FROM LIABILITY UNDER SUCH CONTENT CLAIMS.

8.           CONTENT REPRESENTATIONS & WARRANTIES

You hereby warrant, represent and agree that:

·       Any and all Content posted by you on Social Media Channels will be in compliance with the terms and conditions of such Social Media Channels, and you will carefully read the privacy policies of such Social Media Channels;

·       You own or have obtained the necessary licenses, rights, consents, and permissions to publish the Content;

·       Each person depicted in the Content, if any, is over the age of 18 and has provided valid consent to the use of their name and/or handle, image, likeness, voice, and appearance;

·       The Content does not contain third-party copyrighted material or material that is subject to other third-party intellectual property or proprietary rights, or, that you have permission from the rightful owner of the Content or you are otherwise legally entitled to use the Content and to grant Authorized Persons all of the rights and licenses granted herein;

·       You will not inaccurately tag Content or encourage users to inaccurately tag Content; and

·       The Content does not contain viruses or programs that could damage the operation of other people’s computers or are deliberately disruptive, or contain any content that is deemed by us to be harmful, fraudulent, deceptive, misleading or unlawful, spamming or link baiting, harmful, threatening, abusive, harassing, offensive, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable or discriminatory in any way, or otherwise depicts inappropriate behavior or violence.

9.           NO OBLIGATION TO USE CONTENT; RIGHTS TO TAKE ACTION

You acknowledge and agree that SpareMin is under no obligation to use the Content or User Data. We reserve the right, our sole discretion and for any reason, including for violation of the terms of these Terms of Service, to edit, remove or refuse to use Content or User Data or other material from or in our Service, without notification to you.

We may take any action with respect to any Content or User Data that we deem necessary or appropriate in our sole discretion, including if we believe that such Content or User Data violates these Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could otherwise create liability for SpareMin. This includes:

·       disclosing your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their rights of publicity or privacy;

·       (ii) taking appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service or other SpareMin services; and/or

·       (iii) banning you from our Service or terminating your license to use the Social Platform, the Software or the Site.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. 

10.         NO CONTENT REVIEW

We do not undertake to review all Content or other material or content posted by third parties before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted.  Although SpareMin may, from time to time, monitor or review discussions, chats, postings, transmissions, and other user-generated materials, we are under no obligation to do so. Accordingly, we assume no liability for any action or inaction regarding such Content, User Content, or other material or content. We are not responsible, or liable to any third party, for the content or accuracy of any Content or User Data posted by you or any other user of the Service.

If you want your Content removed from our Site, please send an e-mail message to: content-removal@sparemin.com.

11.         Sign In or Login with Social Media Sites; Third Party Sites 

You may choose to connect to the Service using your credentials from a third-party social media application such as Facebook, Instagram or Twitter (e.g., “Login with Facebook,” or “Sign In with Twitter”) (each, a “Social Media Channel”), in order to allow SpareMin to use various information contained within your social media profile to help you create an Account.  You understand and agree that any Social Media Channel’s use of information it has collected from you is governed by each Social Media Channel’s own privacy policies, terms of service, and your settings on each third-party site or service. 

The Service may contain links to other third-party sites and services, and use functionality from third-party sites or services, including from the Social Media Channels, all of which SpareMin does not control or maintain. We are not responsible for the privacy practices, terms, conditions or any other activities of any third-party site or service.

12.         Community Guidelines

By accessing and/or using the Service, you hereby agree that you will NOT: 

•     Use the Service for any unlawful purpose;

•     “Stalk” or otherwise harass another user of the Service or any other person.

•     Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

•     Access or use the Service to collect any market research for a competing business;

•     Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Service, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;

•     Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

•     Interfere with or attempt to interrupt the proper operation of the Service through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Service through hacking, password or data mining, or any other means;

•     Cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Service; or

•     Upload, post, e-mail, transmit, or otherwise make available any Call or other content that:

Ø  Infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

Ø  Is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or

Ø  Discloses any sensitive or confidential information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

We reserve the right, in our sole and absolute discretion, to deny you access to the Service, or any portion of the Service, without notice and without liability to you, if you fail to adhere to these guidelines. We also reserve the right to remove any Call or other content from the Service that violates any of these guidelines.

13.         User Responsibilities

You are solely responsible for: (i) making all arrangements necessary to access and use the Service, including, as applicable, ensuring your computer and/or supported mobile device includes adequate software or internet connectivity; (ii) any and all costs, including but not limited to, internet or mobile data costs, you may incur while accessing and using the Service; (iii) any costs or liabilities arising from, associated with, or relating to, your use of the Service; and (iv) ensuring that your use of the Services does not violate any third party trademarks or other intellectual property.  

14.         Intellectual Property

SpareMin does not claim ownership of or endorse Content or User Data and disclaims any and all liability with respect to the Content and User Data.

You acknowledge and agree that SpareMin and its licensors own all rights, title and interest, including all intellectual property rights and other proprietary rights, including, but not limited to, registered and unregistered, United States and foreign copyrights, trademarks, service marks, trade dress, trade names, corporate names, logos, inventions, patents, patent applications, software, know-how and all other intellectual property and proprietary rights (of every kind and nature throughout the universe and however designated) in and to the Service, and except for the Content, the Service’s entire contents, materials, features, functionality (including but not limited to all information, software, technology, methodology, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and other services included on or otherwise made available to you through the Service or SpareMin (“SpareMin Works”) and the Feedback (as defined in Section 15 below), and no rights in the foregoing are transferred to you hereunder.

15.         Feedback

You may choose to, or we may invite you to, submit comments, suggestions, or ideas about the Service, including how to improve the Service (“Feedback”). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction, and will not place SpareMin under any fiduciary or other obligation.

16          Term; Termination; Suspension

These Terms of Service will be effective on the first day that you access and/or use the Service and will remain in full force and effect so long as you continue to access and/or use the Service, unless terminated as set forth in this Section. SpareMin may terminate your license under Section 5.1 above at any time, without notice, in its sole discretion, for any reason, including, but not limited to, your failure to abide by these Terms of Service, any and all other agreements expressly incorporated by reference (including our Privacy Policy), and any and all other policies or legal notices we publish by regarding the Service.  The terms in Sections 3 through 15 of these Terms of Service will survive termination your license under Section 5.1. SpareMin reserves the right, at any time, to modify, suspend, or discontinue the Service, or any part thereof, in its sole discretion with or without notice to you.

You agree that SpareMin will not be liable to you or to any third party for any termination, modification, suspension, or discontinuance of the Service, or any part thereof. 

17.         Apple iOS Special Terms and Conditions

You may only use an iOS product, such as an iPhone or iPod Touch (an “iOS Device”) with the Mobile Apps, and if you have accessed or used the Service through Mobile Apps downloaded from the Apple, Inc. (“Apple”) application store, you agree to the following terms and conditions (“Apple Special Terms”).  These Terms of Service incorporate (a) the Apple Terms and Conditions (located at www.apple.com/legal/internet-services/itunes/us/terms.html) including, without limitation, the Licensed Application End User License Agreement (“Apple Terms”).  Nothing in the Apple Terms or these Apple Terms will be deemed to change or limit our agreement with you.  

14.1       Acknowledgement

You and SpareMin acknowledge that the Terms of Service are concluded between you and SpareMin only, and not with Apple, and that as between SpareMin and Apple, SpareMin is solely responsible for the SpareMin App and the content thereof.

14.2       Additional License Terms

Your right to use the SpareMin App is limited to use on an iOS Device owned or controlled by you as permitted by the Usage Rules contained in the Apple Terms and in accordance with these Terms of Service.

14.3       Additional Usage Rules

In addition to those usage rules set forth in the Terms of Service above, you shall comply with the Usage Rules contained in the Apple Terms.

14.4       Maintenance and Support

You and SpareMin acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the SpareMin App.

14.5       Warranty

As between Apple and SpareMin, SpareMin is solely responsible for any product warranties, to the extent not disclaimed or limited above.  In the event of any failure of the Digital Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the SpareMin App you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation to you whatsoever with respect to the SpareMin App, and, subject to the above disclaimers and limitations of liability, as between Apple and SpareMin, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of us to conform to any warranty will be SpareMin’s sole responsibility.

14.6       Product Claims  

You and SpareMin acknowledge that as between Apple and SpareMin, SpareMin is responsible for addressing any claims of you or any third party relating to the SpareMin App or your possession and/or use of the SpareMin App, including, but not limited to: (i) product liability claims; (ii) any claim that the SpareMin App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

14.7       Intellectual Property Rights

You and SpareMin acknowledge that, in the event of any third-party claim that the SpareMin App or your possession and/or use of the SpareMin App infringes that third party’s intellectual property rights, as between Apple and SpareMin, we will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 

14.8       Third Party Beneficiary

Apple and Apple’s subsidiaries are third party beneficiaries of the Terms of Service, and all agreements incorporated into the Terms of Service by reference.  Upon your acceptance of the Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service against you as a third party beneficiary thereof.

15.         Changes to the Terms of Service

SpareMin may update these Terms of Service from time to time. When we do, we will revise the “last updated” date at the top of these Terms of Service. SpareMin is not responsible for notifying you of changes to these Terms of Service. You are responsible for checking these Terms of Service, including our Privacy Policy and all other documents incorporated by reference, for updates periodically. For changes to these Terms of Service that we deem to be material, we will endeavor to place a prominent notice on the home page of the Service regarding such changes.  If at any time you do not agree to these Terms of Service, please do not access or use the Service.

16.         Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SpareMin WORKS (INCLUDING THE SERVICE) ARE PROVIDED BY SpareMin ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES WHATSOEVER.  SpareMin disclaims any and all warranties, express, implied, or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy or completeness of responses, PERFORMANCE results (INCLUDING AVAILABILITY OF THE SOFTWARE OR THE VIDEOS THAT YOU CREATE USING THE SERVICE), workmanlike effort, OR THAT THE SpareMin WORKS (INCLUDING THE SERVICE) WILL BE: (A) FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) UNINTERRUPTED OR ERROR FREE; OR (C) FREE OF OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE CONTENT, OR THAT ANY VIDEOS YOU MAY CREATE USING THE SERVICE OR THE CONTENTS IN ANY OF YOUR VIDEOS WILL NOT VIOLATE ANY THIRD-PARTY COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT.

17.         Limitation of Liability

17.1       TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY AUTHORIZED PERSON (DEFINED IN SECTION 4 ABOVE) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING UNDER OR RELATING TO THE SpareMin WORKS (INCLUDING THE SERVICE) OR THESE TERMS (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), IN EACH CASE WHETHER BASED ON STATUTE, WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SpareMin IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2       TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SpareMin OR THE SpareMin PARTIES BE LIABLE FOR ANY DIRECT DAMAGES ARISING UNDER OR RELATING TO THE SpareMin WORKS (INCLUDING THE SERVICE) OR THESE TERMS EXCEEDING ONE THOUSAND UNITED STATES DOLLARS ($1000 USD).

18.         Indemnification

You agree to indemnify, defend and hold harmless the Authorized Persons from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Service; (ii) your use of the Service, including, but not limited to the Social Platform, Software, Content, User Data, and your creation and use of any video content using the Service; (iii) your use of Internet Media in connection with the Service or otherwise; (iv) your use of the SpareMin Works (including the Service), other than as expressly authorized in these Terms of Service; (iv) your use of any information obtained from the Service; or (v) any investigation or actions taken by SpareMin upon the belief that any Content or User Data violates the Terms of Service, infringes any intellectual property right or other third-party right, threatens the personal safety of users of the Service or the public, or could otherwise create liability for SpareMin.

19.         Miscellaneous

19.1       Force Majeure

Without limiting Sections 16, 17 and 18 above, SpareMin will not be liable or responsible to you to the extent any failure or delay is caused by or results from acts or circumstances beyond SpareMin’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers, manufacturers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

19.2       Governing Law; Disputes

These Terms of Service will be governed by the laws of the State of New York, excluding its conflicts of laws rules. 

YOU AND SpareMin AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS SHALL BE FINAL AND BINDING ARBITRATION, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Either SpareMin or you may demand that any dispute between SpareMin and you about or involving your use of the Service, the SpareMin Works and/or these Terms of Service must be settled by arbitration utilizing the Commercial Arbitration Rules of the American Arbitration Association (AAA) in New York, New York, USA, provided that the foregoing shall not prevent SpareMin from seeking injunctive relief in a court of competent jurisdiction. Judgment on the award may be entered in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.

19.3       No Assignment

These Terms of Service, and all rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by SpareMin without restriction.  Any attempted assignment by you will be null and void.

19.4       No Third Party Beneficiaries

These Terms of Service do not and are not intended to confer any rights or remedies upon any person or entity other than you.

19.5       Notices

To You. We may provide any notice to you under these Terms of Service by posting to the website(s) hosting the Service. Notices we post will be effective on the day we post.

To Us.  To give us notice under these Terms of Service, you must contact us as follows: Any such notice may be served personally or by certified mail (postage prepaid), internationally commercially recognized overnight delivery service (such as Federal Express or DHL), or courier. Notice shall be deemed served upon personal delivery or delivery by courier, upon the second business day after the date sent for notices sent via overnight delivery, or upon the fifth business day after the date sent for notices sent via certified mail. Either Party may change the address to which notices are to be delivered by written notice (excluding email) to the other Party. 

Notice to SpareMin Inc.

Attn:  Legal Dept

261 Madison Ave, 9th Floor

NY NY 10016

 

19.6       Entire Agreement; Severability; No Waiver

These Terms of Service, as well as any and all other agreements expressly incorporated by reference (including our Privacy Policy), and any and all other policies or legal notices we publish regarding the Service constitute the entire agreement between you and SpareMin concerning your use of the Service.  If any provision of these Terms of Service is deemed invalid, unenforceable or void by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and SpareMin’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of SpareMin.

 

© Copyright 2018 SpareMin Inc.  All rights reserved.