Welcome to the iSpot.tv, Inc. (“iSpot,” “we,” “us”, and similar formatives) website and online services (including Media Measurement, Attention Analytics, Segment-based Analytics and Conversion Analytics solutions described on the web site and delivered via the iSpot Dashboard or iSpot API; collectively referred to herein as the “iSpot Site”). This Terms of Use Agreement (“Agreement”) is a legal contract between you, any company or organization you represent (“you,” “your,” and similar formatives), and iSpot regarding your use of the iSpot Site. Visitors to and users of the iSpot Site are referred to individually as “User” and collectively as “Users”.
Please read this Agreement carefully. By registering for, accessing, browsing, or using the iSpot Site, you acknowledge that you are accepting a benefit and have read, understood, and agree to be bound by this Agreement, including any additional guidelines and future modifications. If you represent an organization, you agree, represent and assert that you have the authority to bind your organization to this Agreement.
1. Privacy Policy
Your privacy is important to us. Our Privacy Policy is hereby incorporated into this Agreement by reference. Please read the Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information.
2. Additional Guidelines
Unless explicitly stated otherwise, all services and features of the iSpot Site are provided on a per-user basis; each individual within your organization is required to separately agree to this Agreement and, if required, to separately pay to obtain access to the applicable iSpot services or features. When using the iSpot Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement.
3. Modification of these Terms
We reserve the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement, the iSpot Site, and any Guidelines periodically for changes. Changes will become effective immediately upon publication, but will not apply retroactively. Your continued use of the iSpot Site after the updated Agreement has been published will constitute your binding acceptance of such changes.
4. Limited Right to Embed iSpot Player in Personal Site
Subject to this Agreement, you are granted a limited, non-exclusive right to embed the iSpot Player on websites for noncommercial purposes, provided such placement of the iSpot Player is via the embed code or proprietary player provided by iSpot. Placement of the iSpot Player must not: (a) portray iSpot or any of its products, services, or commercials in a false, misleading, derogatory, or otherwise defamatory manner; (b) be on a website or location that contains any adult or illegal material or any material that is offensive, harassing, or otherwise inappropriate or objectionable to iSpot; or (c) infringe any right of any third party including intellectual property rights or link to infringing or inappropriate content. We may revoke this limited right at any time upon notice and we reserve the right to prevent embedding the iSpot Player in any website we deem inappropriate, in our sole discretion.
5. User Content, Promotional Content License Grant; Representations and Warranties
As used in this Agreement:
“Promotional Content” means written works, images, videos, websites, rights of personality, software, and other tangible and intangible intellectual property which promotes or advocates for a good, service, or political viewpoint. Promotional Content may include advertisements, movie trailers, show promotions, infomercials, public service announcements, and other works which generally pay to be publicized or published.
“Registered Brand User” means a user of the iSpot Site who registers an account representing an organization which entitles the organization access to the iSpot Dashboard where the organization’s Promotional Content appears and which account includes reports relating to the organization’s Promotional Content or which account provides the organization with analytics and/or other data services.
User Content Generally
You may be the author of and/or otherwise be authorized to control intellectual property rights in Promotional Content as well as all other written works, images, videos, websites, rights of personality, software and other tangible and intangible intellectual property (collectively, “User Content”). We may now or in the future permit you and others to post to the iSpot Site and/ or link the iSpot Site to your User Content and we may host, share, and/or publish User Content that you post to the iSpot Site. You understand that whether or not such User Content is published, we do not guarantee any confidentiality with respect to any submissions.
Limited License Grant to iSpot for User Content Posted by You
By submitting or distributing User Content on or through the iSpot Site, you hereby grant to us a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, distribute and re-distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
Limited License Regarding Promotional Content not Posted by You
We may find and obtain your Promotional Content on and from the Internet and/or national television. We obtain your Promotional Content to identify your Promotional Content, to provide access to the Promotional Content, and to provide information regarding where the Promotional Content was and may be found.
By becoming a Registered Brand User, you agree that we are licensed to search for, index, collect, select screen shots of, and link to your Promotional Content and you agree that we are licensed to incorporate your Promotional Content into the iSpot Site. We may also license the Promotional Content to third parties to derive “fingerprints” of the Promotional Content; provided that any such third party to which we grant the foregoing license: (i) may only download copies of the Promotional Content onto up to two computers; (ii) may only do so for internal research purposes; and (iii) may not use the Promotional Content to prepare derivatives thereof. Any such incorporation into the iSpot Site or further publication or reproduction by third parties will not be associated with pornography, disparagement of your organization, or any illegal or unlawful activity or publication.
You further agree that: (i) we provide reasonable attribution to you by including your trademark, copyright, patent, and other intellectual property notices as we may find these in the Promotional Content; (ii) our incorporation of the Promotional Content into the iSpot Site has a positive effect on the potential market for and/or value of copyright interests you may have in the Promotional Content, irrespective of your becoming a Registered Brand User; and (iii) you will not bring any copyright or trademark infringement claims against us relating to our use of the Promotional Content as described herein.
We agree that you may revoke your license to us for the Promotional Content, provided that you follow our Copyright Policy and provide us with a DMCA takedown notice.
User Content and Promotional Content Representations and Warranties
You are solely responsible for your User Content and the consequences of posting or publishing your User Content to the iSpot Site. By uploading and publishing your User Content to the iSpot Site and by allowing us to continue to incorporate your Promotional Content into the iSpot Site after you become a Registered Brand User, you affirm, represent, and warrant that:
(1) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize us and our Users to use and distribute your User Content and Promotional Content as necessary to exercise the licenses granted by you in this Agreement and in the manner contemplated by iSpot and this Agreement;
(2) your User Content and Promotional Content do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and
(3) your User Content and Promotional Content do not contain any viruses, adware, spyware, worms, or other malicious code.
VIOLATORS OF THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. WE RESERVE ALL RIGHTS AND REMEDIES AGAINST ANY USER WHO VIOLATES THIS AGREEMENT.
User Content and Promotional Content Disclaimer
You understand that when using the iSpot Site you will be exposed to User Content and Promotional Content from a variety of sources, and that we are not responsible for the content of such User Content and Promotional Content (including, without limitation, the accuracy, usefulness, or intellectual property rights of or relating to such User Content and Promotional Content). You further understand and acknowledge that you may be exposed to User Content and Promotional Content that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
We do not endorse or adopt any User Content or Promotional Content or any opinion, recommendation or advice expressed therein, and we expressly disclaim any and all liability in connection with User Content and Promotional Content. If notified by a User or a content owner of a User Content or Promotional Content that allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content and Promotional Content, which we reserve the right to do at any time and without notice. For clarity, we do not permit copyright infringing activities on the iSpot Site.
License to You
You may have purchased or been given single-user access to an iSpot service, such as Media Measurement, Attention Analytics, Conversion Analytics, or another similar service which may, for example, provide Analytics relating to Promotional Content and/or screen shots or video of or from Promotional Content, all of which may be referred to as “Premium Features.” “Analytics” as used herein may include information in a webpage, spreadsheet or CSV form, which information may include titles and other metadata associated with Promotional Content, where and when the Promotional Content was found, and other information relating to the Promotional Content.
In conjunction with such purchase or access grant to the Premium Features, iSpot grants you a limited, terminable license to download and view the User Content, the Promotional Content, and the Analytics but only for your internal research purposes and only by you, personally and not all the individuals in your organization. We may revoke your license at any time. You may not assign or sub-license your license provided herein.
With respect to Analytics, we agree that this license allows you to share your individual work product which you create following your use of the Analytics with an unlimited number of people within or without of your organization; provided, that such work product includes only a limited subset of or your summary or consolidation of the Analytics. You agree that each separate person accessing the Analytics, whether in your organization or not, must pay us for such access.
With respect to User Content and Promotional Content, you agree that this license does not grant you the right to prepare derivatives of any downloaded User Content or Promotional Content and you agree not to engage in further reproduction of downloaded User Content or Promotional Content. For example and without limitation, you agree that you may not publish or make available downloaded User Content or Promotional Content or Analytics on any website, streaming media service, or similar media accessing or provisioning service.
6. Copyright Policy
We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act or other Copyright laws. For more information, please view our Copyright Policy.
7. Prohibited Conduct
You agree not to:
(1) Use the iSpot Site for any purposes other than to view content on the iSpot Site and you agree not to share content from the iSpot Site using methods not provided by us;
(2) Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer any Materials (as defined below) or licenses granted herein;
(3) Post anything on the iSpot Site that is unlawful, that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, or that disparages any film clip on the iSpot Site, or any person appearing in or talent associated with any film clip on the iSpot Site, as determined in our sole discretion;
(4) Post any iSpot content on a third party site or service that is unlawful, that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate, or that disparages any film clip on the iSpot Site, or any person appearing in or talent associated with any film clip on the iSpot Site, as determined in our sole discretion;
(5) Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the iSpot Site accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the iSpot Site, or perform any other similar fraudulent activity;
(6) Delete the copyright notices or other proprietary rights on the iSpot Site or User Content or Promotional Content;
(7) Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the iSpot Site, including but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
(8) Use the iSpot Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
(9) Defame, harass, abuse, threaten or defraud other Users, or collect, or attempt to collect, personal information about Users or third parties without their consent;
(10) Use the iSpot Site if you are under the age of 13 years old, or access portions of the iSpot Site which are for Users over 21 years old if you are under the age of 21;
(11) Remove, circumvent, disable, damage or otherwise interfere with security-related features of the iSpot Site, features that prevent or restrict use or copying of any content accessible through the iSpot Site or User Content or Promotional Content, or features that enforce limitations on the use of the iSpot Site or User Content or Promotional Content;
(12) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the iSpot Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(13) Modify, adapt, translate or create derivative works based upon the iSpot Site or any part thereof, including Promotional Content, except and only to the extent expressly allowed by applicable law;
(14) Intentionally interfere with or damage operation of the iSpot Site or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; or
(15) Scrape, copy or extract any data contained on the iSpot Site or provided by any iSpot service, whether via automated or manual methods, for any use, unless we grant you an explicit license for such specific use.
8. Account
You are solely responsible for maintaining the confidentiality of your account and password and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to us when you register an account and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify us. You may be liable for the losses incurred by us or others due to any unauthorized use of your iSpot Site account.
9. Third-Party Sites, Products and Services; Links
The iSpot Site may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). We do not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the iSpot Site are solely between you and such advertiser. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK AND WE WILL HAVE NO LIABILITY FOR THE INFORMATION, MATERIALS, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH SUCH REFERENCE SITES. WE ARE NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR MISCONDUCT OF THIRD PARTIES.
10. Termination
Termination by iSpot
You agree that we, in our sole discretion, for any or no reason, and without penalty, may terminate your account (or any part thereof) and your use of the iSpot Site and remove and discard all or any part of your account and any User Content and Promotional Content at any time. We may also in our sole discretion and at any time discontinue providing access to the iSpot Site, or any part thereof, with or without notice. You agree that any termination of your access to the iSpot Site or any account you may have or portion thereof may be effected without prior notice, and you agree that we will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law or in equity. As discussed herein, we do not permit copyright infringing activities on the iSpot Site, and will terminate access to the iSpot Site, and remove all User Content or other content submitted by any Users who are found to be infringing.
Termination by You
Your only remedy with respect to any dissatisfaction with: (i) the iSpot Site; (ii) any term of this Agreement; (iii) Guidelines; (iv) any policy or practice of iSpot in operating the iSpot Site; or (v) any content or information transmitted through the iSpot Site, is to terminate this Agreement and your account. You may terminate this Agreement at any time by deleting your account with the iSpot Site and discontinuing use of any and all parts of the iSpot Site.
11. Ownership; Proprietary Rights
We own and operate the iSpot Site. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the iSpot Site provided by us (the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. The rights for certain content available for viewing on the iSpot Site, such as Promotional Content, TV commercials and related images, are owned by the advertiser displayed on the same page. Such content is displayed in accordance with our Copyright Policy.
Except for any User Content and Promotional Content, all Materials contained on the iSpot Site are the property of iSpot or its subsidiaries or affiliated companies and/or third-party licensors or the third-party advertisers displayed next to each work. Except in any User Content and Promotional Content, all trademarks, service marks, and trade names are proprietary to us or our affiliates and/or third-party licensors and advertisers. Except as we expressly authorize, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. We reserve all rights not expressly granted in this Agreement.
12. Indemnification
You agree to indemnify, save, and hold us and our affiliated companies, contractors, employees, agents and third-party suppliers, third-party advertisers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the iSpot Site, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you herein. 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 with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
13. Disclaimers
No Warranties
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ISPOT, AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ISPOT OR THROUGH THE ISPOT SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 13 THE TERM ISPOT INCLUDES ISPOT’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
“As is” and “As available” and “With All Faults”
YOU EXPRESSLY AGREE THAT USE OF THE ISPOT SITE IS AT YOUR SOLE RISK. THE ISPOT SITE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, USER POSTINGS, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ISPOT SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
Content
ISPOT, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, USER POSTINGS, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ISPOT SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
Accuracy
ISPOT, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ISPOT SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
Harm to Your Computer
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE ISPOT SITE (INCLUDING RSS FEEDS) AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
14. Limitation of Liability and Damages
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL ISPOT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE ISPOT SITE, OR ANY OTHER INTERACTIONS WITH ISPOT, EVEN IF ISPOT OR A ISPOT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Damages
IN NO EVENT WILL ISPOT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE ISPOT SITE OR YOUR INTERACTION WITH OTHER ISPOT SITE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE ISPOT SITE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT ISPOT HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ISPOT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ISPOT. ISPOT WOULD NOT BE ABLE TO PROVIDE THE ISPOT SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
Limitations by Applicable Law
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. ISPOT’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Claims
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ISPOT SITE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
15. Miscellaneous
Notice
We may provide you with notices by email, regular mail, or postings on the iSpot Site. Notice will be deemed given twenty-four hours after email is sent. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the iSpot Site. In such case, notice will be deemed given three days after the date of mailing.
Waiver
Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by us.
Dispute Resolution and Arbitration
THIS SECTION AFFECTS YOUR RIGHTS. PLEASE READ CAREFULLY BEFORE AGREEING TO THIS AGREEMENT.
(1) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of law.
(2) Arbitration. Except for claims for injunctive or other equitable relief, any claim related to this Agreement or the iSpot Site where the total amount sought is less than $10,000.00 USD, will be resolved through binding non-appearance-based arbitration. The claimant party shall initiate arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(3) Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or iSpot will be filed only in the state or federal courts in and for King County, Washington and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action, except as provided in the Arbitration section above regarding arbitration. Notwithstanding the foregoing, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
(4) Improperly Filed Claims. All claims you bring against iSpot must be resolved in accordance with this Dispute Resolution and Arbitration section. All claims filed or brought contrary to this Dispute Resolution and Arbitration section shall be considered improperly filed. Should either party file a claim contrary to this Dispute Resolution and Arbitration section , the other party may recover attorneys’ fees and costs up to $1,000.00 USD, provided that such party seeking such fees has notified the other in writing of the improperly filed claim, and the other has failed to promptly withdraw the claim.
Severability
If any provision of this Agreement or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Assignment
You may not assign this Agreement or Guidelines, or transfer any rights or licenses granted hereunder, to any other person or entity, except to an entity which acquires substantially all of your assets. We may assign this Agreement, and all rights and licenses granted herein, without restriction. Any assignment attempted to be made in violation of this Agreement will be void.
Survival
Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, section 5 and sections 10 through 15.
Headings
The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
Entire Agreement
This Agreement, the Privacy Policy, the Copyright Policy, and other Guidelines constitute the entire agreement between you and iSpot relating to the subject matter herein and will not be modified except in writing, signed by both parties; provided, that we may make changes to this Agreement, the Privacy Policy and Guidelines as set forth in Section 3 above.
Contact Us
If you have any questions or concerns regarding this Agreement or the iSpot Site, please contact us.