The terms “we”, “us” or “our” shall refer to Spindle. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account, or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Spindle may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon notice to Users. Your use of the Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Spindle may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your User account (“Account”) information current. Spindle assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
2. Eligibility; Authority. This Site and the Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Spindle finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Spindle shall not be liable for any loss or damage resulting from Spindle’s reliance on any instruction, notice, document or communication reasonably believed by Spindle to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Spindle reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
3. Availability of Site; Services. Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide the Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis, subject to routine scheduled and unscheduled maintenance. You acknowledge and agree that from time to time the Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of the Site or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
4. General Rules of Conduct. You acknowledge and agree that:
a. Your use of the Site and Services, including any content You submit, will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.
b. You will not use the Site or the Services in a manner (as determined by Spindle in its sole and absolute discretion) that:
i. Is illegal or promotes and encourages illegal activity;
ii. Promotes, encourages or engages in child pornography or the exploitation of children;
iii. Promotes, encourages or engages in terrorism, violence against people, animals, or property;
iv. Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
v. Infringes on the intellectual property rights of another User or any other person or entity;
vi. Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
vii. Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
viii. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Spindle or the Services.
c. Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of the Site or the Services (including without limitation those features that prevent or restrict use or copying of any Spindle Content or User Content, as defined below).
5. Use of Spindle Content and User Content; Data Ownership.
a. Spindle Content. Except for any content developed by and provided by User “User Content”, the content on the Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Spindle Content”), are owned by or licensed to Spindle in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Spindle Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Spindle. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Spindle reserves all rights not expressly granted in and to the Spindle Content, the Site and the Services, and this Agreement does not transfer ownership of any of these rights.
b. User Content. Some of the features of this Site or the Services may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). User Submissions include, but are not limited to, forum posts, content submitted in connection with a contest, product reviews or recommendations, or photos to be incorporated into a social media event or activity. User Content includes all content submitted through your Account. By posting or publishing User Content to the Site or to the Services, you represent and warrant to Spindle that (i) you have all necessary rights to distribute User Content via the Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party.
c. Data Ownership; Data License. All data that Spindle may collect, including but not limited to data that is loaded into, or located in, any data files, or other storage medium that is provided, either through the Site or in the course of the provision of the Services (“Customer Data”), either directly or indirectly from the user shall remain the property of the providing user. In accepting the terms of this Agreement, you agree to grant Spindle a non-exclusive license to any such Customer Data. You acknowledge that such Customer Data shall be used by Spindle in order to provide the Services, as well as for the purpose of market analysis and potential commercial benefit.
6. Monitoring of Content; Account Termination Policy. Spindle generally does not pre-screen User Content posted to sites hosted by Spindle. However, Spindle reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. Spindle may remove any item of User Content posted to a website hosted by Spindle, and/or terminate a User’s access to the Site or the Services for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Spindle in its sole and absolute discretion), at any time and without prior notice. Spindle may also terminate a User’s access to the Site or the Services found at this Site if Spindle has reason to believe the User is a repeat offender. If Spindle terminates your access to the Site or the Services, Spindle may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
7. Additional Reservation of Rights. Spindle expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Spindle in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Spindle in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of Spindle, its officers, directors, employees and agents, as well as Spindle’s affiliates, including, but not limited to, instances where you have sued or threatened to sue Spindle.
8. Links to Third Party Websites. User Sites may contain links to third-party websites that are not owned or controlled by Spindle. Spindle assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Spindle does not censor or edit the content of any third-party websites. By using the Site or the Services, you expressly release Spindle from any and all liability arising from your use of any third-party website.
9. Disclaimer of Representations and Warranties. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND THE SERVICES FOUND SHALL BE AT YOUR OWN RISK AND THAT THE SITE AND THE SERVICES FOUND ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. SPINDLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPINDLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE SITE, AND/OR (III) THE SERVICES, AND SPINDLE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
10. Limitations of Liability. IN NO EVENT SHALL SPINDLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (III) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF SERVICES, (VI) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED BY THE SITE OR THROUGH THE SERVICES (VII) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (VIII) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SPINDLE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL SPINDLE’S TOTAL AGGREGATE LIABILITY EXCEED (TEN THOUSAND DOLLARS) $10,000.00.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SITE OR THE SERVICES.
11. Indemnity. You agree to protect, defend, indemnify and hold harmless Spindle and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Spindle directly or indirectly arising from (i) your use of and access to the Site or the Services; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of the Site or the Services.
12. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
13. Governing Law; Dispute Resolution. This Agreement, including any disputes over its terms, shall be governed by the laws of the State of Delaware, without regards to conflicts of laws. All disputes that cannot be resolved informally will be submitted to and settled by final and binding arbitration. The final and binding arbitration will be performed by a panel of three arbitrators in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. Following notice of a party’s election to require arbitration, each party will, within thirty (30) days, select one arbitrator; and those two arbitrators will, within thirty (30) days thereafter, select a third arbitrator. If the two arbitrators are unable to agree on a third arbitrator within thirty (30) days, the AAA will, within thirty (30) days thereafter, select the third arbitrator. The decision of the arbitrators will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrators will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
14. Titles and Headings. The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.
15. Severability. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
16. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding, both written and oral, other than this Agreement relating to the subject matter hereof.
17. Contact Information. If you have any questions about this Agreement, please contact us by electronic mail or U.S. Mail at the following addresses”