Last Updated: July 5, 2022

This Spot a Spider Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between Spot a Spider LLC. (“Spot a Spider,” “we,” “us,” or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of Spot a Spider owned-and-operated websites, applications, and videos (collectively, the “Services”). Notice: Section 10 of this Agreement contains a mandatory ARBITRATION AGREEMENT for certain privacy claims that you or Spot a Spider could assert. By using our Services and accepting this Agreement, you (1) agree to binding arbitration of these claims before a neutral arbitrator; and (2) waive your rights to go to court, have a jury hear your case, or participate as part of a class of plaintiffs with respect to such claims.

1. Acceptance

By creating an account, viewing videos, making a purchase, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.

If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.

This Agreement includes our Privacy Policy. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

2. Our Services

Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:

• Stream and download videos that you have purchased the right to view; 
• View content on our website: and
• Use all related functionality that we may provide.

Transactions: We may offer digital goods for sale. Purchases of license to download and view Spot a Spider videos are governed by our Spot a Spider License Agreement. 

Third Parties: We may provide links to and integrations with websites or services operated by others. Your use of each such website or service is subject to its terms of service.

3. Accounts

Registration: You may create an account to use certain features we offer. To do so, you must provide an email address. By creating an account, you agree to receive notices from Spot a Spider at this email address.

Organizational Accounts: Corporate, governmental, and other organizational users must publicly display the legal name of their entity on their public account profile. 

Age Requirements: You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Services. Individuals under the applicable age may use our Services only through a parent or legal guardian’s account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

Parents and Guardians: By granting your child permission to use the Services through your account, you agree and understand that you are responsible for monitoring and supervising your child’s usage. If you believe your child is using your account and does not have your permission, please contact us immediately so that we can disable access.

Team Members: Certain video licenses may allow you to grant other users (“team members”) access to the account. Each team member must create an account with their own login credentials. Both you and each team member is deemed a party to this Agreement. You are responsible for the actions of your team members and must monitor their access and usage.

Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials and may not share your account credentials with anyone. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

4. Acceptable Use Policy

We may allow you to create, upload, live stream, submit, or publish (collectively, to “submit“) content such as videos, recordings, images, and text (collectively, “content“). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 4. Spot a Spider may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Spot a Spider may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

4.1 Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners may send Spot a Spider a takedown notice if they believe Spot a Spider is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

5.2 Content Restrictions

You may not submit any content that:

• Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
• Is sexually explicit or promotes a sexual service;
• Is defamatory;
• Is harassing or abusive;
• Contains hateful or discriminatory speech;
• Promotes or supports terror or hate groups;
• Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
• Exploits or endangers minors;
• Depicts or encourages self-harm or suicide;
• Depicts (1) unlawful real-world acts of extreme violence, (2) vivid, realistic, or particularly graphic acts of violence and brutality, (3) sexualized violence, including rape, torture, abuse, and humiliation, or (4) animal cruelty or extreme violence towards animals;
• Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
• Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause public harm;
• Contains false or misleading information about voting;
• Contains (1) claims that a real-world tragedy did not occur; (2) false claims that a violent crime or catastrophe has occurred; or (3) false or misleading information (including fake news, deepfakes, propaganda, or unproven or debunked conspiracy theories) that creates a serious risk of material harm to a person, group, or the general public; or
• Violates any applicable law.

4.3 Code of Conduct

In using our Services, you may not:

• Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
• Act in a deceptive manner or impersonate any person or organization;
• Harass or stalk any person;
• Harm or exploit minors;
• Distribute “spam” in any form or use misleading metadata;
• Collect personal information about others without their authorization;
• Access another’s account except as permitted herein;
• Use or export any of our services in violation of any U.S. law;
• Engage in any unlawful activity; or
• Cause or encourage others to do any of the above.

4.4 Prohibited Technical Measures

You will not:

• Except as authorized by law or as permitted by us in writing: scrape, reproduce, redistribute, frame, mirror, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
• Remove or modify any logo, watermark, or notice of proprietary rights embedded on or in the Services or any output thereof without our permission;
• Submit any malicious program, script, or code;
• Submit an unreasonable number of requests to our servers; or
• Take any other actions to manipulate, interfere with, or damage our Services.

4.5 Restricted Users

You may not purchase goods or software services from us if doing so would violate any U.S. sanctions. You hereby make a continuing representation that you are in compliance with the foregoing restrictions.

5. 5. Licenses Granted by You

As between you and Spot a Spider, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow Spot a Spider to host and stream your content, you grant Spot a Spider the permissions set forth below. 

5.1 Account Profile

You grant Spot a Spider permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Spot a Spider shall have the right to identify public profiles in its marketing and investor materials.

5.2 Other Content; Feedback

Content that is not covered by the licenses set forth in Sections 5.1, shall be governed by this Section 5.2 (e.g., text you submit in comments). You grant Spot a Spider a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display such content through online means in connection with our Services. If you make suggestions to Spot a Spider on improving our products or services, Spot a Spider may use your suggestions without any compensation to you.

5.3 Scope of Licenses

All licenses granted by you in this Section 5: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Spot a Spider; rather, any breach of a term by Spot a Spider hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).

6. Your Obligations

6.1 Representations and Warranties

For each piece of content that you submit to or through Spot a Spider, you represent and warrant that:

• You have the right to submit the content to Spot a Spider and grant the licenses herein;
• Spot a Spider will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
• You have obtained appropriate releases (if necessary) from all persons who appear in the content;
• The content does not, and will not, infringe any third party’s rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
• The content complies with this Agreement and all applicable laws.

6.2 Indemnification

You will indemnify, defend, and hold harmless Spot a Spider and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

7. Term and Termination

This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Spot a Spider may terminate this Agreement at any time by providing thirty (30) days’ written notice, and (b) applicable users may terminate at any time by deleting their accounts.

If you breach this Agreement, Spot a Spider may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account (and other accounts you control) or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If Spot a Spider deletes your account for breach, you may not re-register.

In the event of any termination or expiration, the following sections will survive: Section 5.2 (Other Content; Feedback), Section 6.2 (Indemnification), Section 8 (Disclaimers), Section 9 (Limitation of Liability), Section 10 (Disputes, Arbitration, and Choice of Law), and Section 11 (General Provisions).

8. Disclaimers

SPOT A SPIDER PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPOT A SPIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Spot a Spider makes no representations or warranties:

• That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;
• That we will host, make available, or remove any specific piece of content;
• Concerning any content submitted by or actions of our users;
• That any geo-filtering or digital rights management solution that we might offer will be effective;
• That we comply with the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or any other industry-specific privacy obligations;
• That our Services will meet your business or professional needs;
• That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
• Concerning any third-party websites and resources.

9. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) SPOT A SPIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SPOT A SPIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) SPOT A SPIDER’S TOTAL LIABILITY TO YOU, EXCEPT FOR SPOT A SPIDER’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SPOT A SPIDER OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

10. Disputes, Arbitration, and Choice of Law

If you are dissatisfied with our Services for any reason, please reach out first so that we can try to resolve your concerns without the need for outside assistance.

10.1 Choice of Law

Any disputes relating to this Agreement or your use of our Services will be governed by the laws of the State of California and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The arbitration agreement set forth in Section 10.3 will be governed by the Federal Arbitration Act.

10.2 Choice of Venue for Litigation; Jury Trial Waiver

Except for matters that must be arbitrated (as set forth below), you and Spot a Spider agree that any action relating to this Agreement or your use of our Services must be commenced in either the state court having jurisdiction over disputes arising in Santa Barbara County, California or the United States Federal Court for the Southern District of California; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, SPOT A SPIDER AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

10.3 Arbitration of Privacy Claims; Class Action Waiver

The exclusive means of resolving any Covered Privacy Claim (defined below) shall be BINDING ARBITRATION. The arbitration will be administered by JAMS under the JAMS Streamlined Arbitration Rules & ProceduresError! Hyperlink reference not valid.. If you are a consumer, as defined by JAMS in its Consumer Minimum Standards, you may request that the arbitration hearing be conducted in the area in which you reside. Otherwise, the hearing (if any) shall take place in Santa Barbara County, California, United States of America. EACH PARTY WAIVES ITS RIGHT TO GO TO COURT, TO A TRIAL BY JURY, AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY COVERED PRIVACY CLAIM.

Overview: Arbitration provides a private dispute resolution process that is usually more streamlined and less formal than litigation. In an arbitration, your rights will be determined by a neutral third party called an arbitrator, and not a judge or jury. Both you and Spot a Spider are entitled to fundamentally fair proceedings at every stage of the arbitration, including the hearing. The arbitrator will decide all issues relating to the dispute, including the question of arbitrability, and can grant any relief that a court could grant. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. 

Definitions: A “Covered Privacy Claim” means any dispute or claim arising out of or relating to (a) Spot a Spider’s collection, use, storage, analysis, or transfer of your Personal Information; (b) an alleged breach of our Privacy Policy; (c) an alleged data breach or unauthorized disclosure of data or content; or (d) an allegation that Spot a Spider failed to comply with any privacy or data security right or obligation. “Personal Information” means any information about you, including your registration information (e.g., email address), payment information, location information, device information, biometric identifiers or information, IP address, and your activities (including viewing and search history), but does not include content that you upload (except to the extent the content contains personal information about you).

Small Claims Court Exception: Notwithstanding the above, each party has the right to bring an individual Covered Privacy Claim against the other in a small claims court of competent jurisdiction pursuant to Rule 1 of JAMS’ Minimum Consumer Standards. If one party files an arbitration that could be litigated in such a small claims court, the responding party may request that the dispute proceed in small claims court. If the responding party requests to proceed in small claims court before the appointment of the arbitrator, the arbitration shall be administratively closed. If requested after the appointment of the arbitrator, the arbitrator shall administratively close the arbitration so long as the proceedings are at an early stage and no hearing has occurred.

11. General Provisions

Reservation of Rights, Severability: Spot a Spider reserves all rights not expressly granted herein. Spot a Spider’s rights and remedies are cumulative. No failure or delay by Spot a Spider in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.

Force Majeure: Spot a Spider will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Spot a Spider’s reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event, Spot a Spider shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.

Relationship: You and Spot a Spider are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by Spot a Spider or who is prohibited from registering; any such assignment will be void. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.

Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Spot a Spider. If you have a signed agreement with Spot a Spider, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.

The English version of this Agreement shall control. For convenience, we may provide translated versions of this Agreement.

Notices: You must send any notices of a legal nature to us by email.

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