This Agreement ("Agreement") is between SpunLive, Inc., a Nevada corporation ("Company" or "SpunLive") and those individuals and/or entities who use SpunLive’s website or other media offerings ("User"). SpunLive and User are sometimes referred to as a "Party" or as "Parties". By clicking as indicated, you agree to be bound by these terms and conditions and the Company’s reference to you as “User.”
1. Registration. If you are under 13 years of age, you are not authorized to use the Site or any associated services, with or without registering. If you are between the age of 13 and 18, you must obtain permission from your parent or guardian to use SpunLive, and you must have a parent assist in the completion of registration. In addition, if you are between the age of 13 and 18, you represent that you possess legal parental or guardian consent to use the Site and any associated services. If you are a convicted sex offender you shall not (and may not) use SpunLive.
You agree to provide and maintain true, complete and current account information and to update such information as necessary as it may change from time to time. You are solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. Your password is confidential and you should not communicate it to any third-party individual or website. You will notify SpunLive immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You will be liable for all actions taken with your password as well as for any loss or liability as a result of such use. SpunLive will not be responsible for any unauthorized access to, or alteration of, your transmissions or data, any material, information or data sent or received, regardless of whether the data is actually received by SpunLive, or any transactions entered into through the Site or failure to abide by these terms of service.
3. License. For any content that is uploaded or otherwise provided to Company, User agrees that Company shall have a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with SpunLive's (and its successors' and/or affiliates') business, including without limitation, for promoting and redistributing part or all of the content (and derivative works thereof) in any media formats and through any media channels. User grants SpunLive website viewers a non-exclusive license to access User's content through SpunLive, and to use, reproduce, distribute, display and perform such content as permitted through the functionality of SpunLive's website. The licenses granted by User to SpunLive will terminate within a commercially reasonable time after User removes or deletes his/her content from SpunLive's website or otherwise gives SpunLive written notice of termination of User’s account. User understands and agrees, however, that SpunLive may retain copies of User's content on its servers after termination of this Agreement and that such license is irrevocable and perpetual. User agrees that content he/she submits to SpunLive will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless User has a license to use and distribute such material from the rightful owner or User is otherwise legally entitled to post the material and to grant SpunLive a license to use the material as outlined herein. By providing the content, User represents and warrants that User has all necessary rights (in copyright, trademark, patent or otherwise) to provide such content for use, and viewing on SpunLive's website and this license is intended to cover all forms of intellectual and/or other property rights.
4. Indemnity. User agrees to defend, indemnify and hold SpunLive harmless for any claim that may arise out of the content provided by User.
5. Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
d. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
e. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
SpunLive's designated Copyright Agent to receive notifications of claimed infringement is David Brooks, 1515 N. Greenfield Rd, Suite 101, Mesa AZ 85205, email: email@example.com, fax: 480-890-8164. Only DMCA notices should go to the Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this Section 5, your DMCA notice may not be valid.
Counter-Notice. If you believe that your Content that was removed, or to which access was disabled, is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
a. Your physical or electronic signature;
b. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
c. A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
d. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Phoenix, Arizona, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, SpunLive may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at SpunLive's sole discretion.
6. Interaction with Third Parties. The Site may provide, or third parties may provide, links or other access to other sites and resources on the Internet (”Third-Party Sites“). SpunLive has no control over Third-Party Sites or other Internet resources. These resources, content and services are provided to you “as is”. SpunLive does not endorse any Third-Party Sites. These links are provided to you only as a matter of convenience, and in no event will SpunLive be responsible for any content, products, or other materials on or available from such Third-Party Sites. In your use of the Site, you may enter into correspondence with, purchase goods and/or services, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Site. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. SpunLive will have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. SpunLive reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Site.
In order to enrich your online experience through greater personalization, you may enable various online services, such as social networking sites, to be directly integrated into your SpunLive experience and account. To take advantage of these features, you will need to register for or log into the services on the websites of their respective providers. By enabling third party services within the Site, you are allowing us to pass your log-in information to these service providers for this purpose. You may also be required to disclose your log-in information for third party services. The manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and SpunLive will have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Site. In addition, SpunLive is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with third party services. As such, SpunLive is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party service. SpunLive enables these features merely as a convenience and the inclusion of such features does not imply any control or liability on the part of SpunLive.
7. General. User will not assign or transfer any rights or obligations under this Agreement without the prior written consent of SpunLive and any attempted assignment or transfer without such prior written consent shall be null and void. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision. This Agreement will be governed by the laws of the State of Arizona without reference to conflict of laws principles.. Each Party irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Maricopa County, Arizona, as applicable, for any matter arising out of or relating to this Agreement. If there is any dispute concerning this Agreement, or the enforcement thereof, the prevailing Party will be entitled to reasonable attorney's fees and costs. This Agreement constitutes the entire agreement with respect to the matters discussed herein (or incorporated by reference) and supersedes any and all prior or contemporaneous oral or written agreements, negotiations, communications, understandings and terms, whether express or implied between the Parties. SpunLive shall have the right to add to, or change, the terms noted herein at its discretion.
8. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SPUNLIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. SPUNLIVE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. SPUNLIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING.
9. Limitation of Liability
IN NO EVENT SHALL SPUNLIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SPUNLIVE SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.