Last Updated: January 10, 2020
agreement between you and Spidr Tech, Inc (“SPIDR Tech”, “us”, “our”, or “we”).
This Agreement applies conditions to your use of any SPIDR Tech-operated website or application that links to
Agreement (collectively, the “Site”). BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THIS
NOT ACCESS THE SITE OR USE THE SITE IN ANY WAY IF YOU DO NOT AGREE TO THIS AGREEMENT.
IMPORTANT NOTICE: YOUR USE OF THE SITE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 10, REQUIRING ALL
BE RESOLVED VIA BINDING ARBITRATION.
To jump to a section of this Agreement, click a link below:
Revisions to this Agreement
Site Ownership; Your License to Access this Site
Third Party Websites
Disclaimer of Warranties
Limitation of Liability
Agreement to Arbitrate
1. Revisions to this Agreement
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Site.
stated in the amended version of the Agreement, any changes to this Agreement will apply immediately upon
posting. We are not
obligated to provide you with notice of any changes. Your continued use of this Site will constitute your
agreement to any
new provisions within the revised Agreement.
2. Site Ownership; Your License to Access this Site
Ownership. All written content prepared and posted by SPIDR Tech, and the Site design, layout, look,
and graphics, as well as the trademarks, service marks, and logos contained on our Site (collectively, “SPIDR
are owned by or licensed to SPIDR Tech and are subject to copyright, trademark, and other intellectual
property rights under the
United States and foreign laws and international conventions. SPIDR Tech reserves all rights not expressly
granted in, and to,
the Site and the SPIDR Tech Content.
License. On the condition that you comply with all your obligations under this Agreement, SPIDR Tech
grants you a limited, revocable,
non-exclusive, non-transferable license to access the Site. Any use of the Site in excess of this license is
strictly prohibited and constitutes
a violation of this Agreement, which may result in the termination of your right to access and use this Site.
Except as otherwise provided in
this Agreement, no part of the Site and no SPIDR Tech Content may be copied, reproduced, uploaded, posted,
publicly displayed, transmitted, or
distributed in any way to any other computer, server, website, or other medium for publication or distribution
or for any commercial use without
SPIDR Tech’s prior express written consent. Your access to this Site is provided on a temporary basis with no
guarantee for future availability.
We reserve the right to withdraw or modify any content we provide on the Site without notice.
Restrictions on Use of Site. In addition to complying with other terms and conditions applicable to
your use of the Site, you agree that
when using the Site, you will not:
Delete, modify, or attempt to change or alter any of the SPIDR Tech Content or notices on the Site;
Introduce into the Site any virus, rogue program, time bomb, drop dead device, back door, trojan horse,
worm or other malicious or
destructive code, software routines, denial of service attack, or equipment components designed to permit
unauthorized access to the
Site, or to otherwise harm other users, SPIDR Tech Content, or any third parties, or perform any such
Use the Site to commit fraud or conduct other unlawful activities;
Copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt
to learn the source code,
structure, or ideas upon which the Site is based;
Use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or
compiling information on
the Site for any reason;
Use any SPIDR Tech Content made available through the Site in any manner that misappropriates any trade
secret or infringes
any copyright, trademark, patent, rights of publicity, or other proprietary right of any party;
Decrypt, transfer, frame, display, or translate (except translations for personal use) any part of the
Connect to or access any SPIDR Tech computer system or network without authorization.
Right to Suspend or Terminate Access. SPIDR Tech may suspend or terminate, in whole or in part, your
access to the Site
if you violate this Agreement.
3. Submitted Content
The Site may include features that allow you to upload, submit, or send content through the Site (e.g., the
(“Your Content”). This Section provides the terms and conditions governing your use of such features.
License to Your Content. By submitting Your Content to the Site, you grant SPIDR Tech a worldwide,
non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, create
derivative works of,
adapt, display, and perform Your Content in all media now known or hereafter created without attribution. You
hereby waive all moral
rights to Your Content. You represent and warrant that you have the necessary rights to Your Content,
including the right to grant a
license to your rights in this Agreement.
Prohibited Content. You agree that you will not use the Site to send:
Any content that is obscene, defamatory, threatening, harassing, abusive, slanderous, racially, or
ethnically offensive, hateful,
or embarrassing to any other person or entity or that infringes the intellectual property of a third
Any materials that violate, could cause us or a third party to violate, or encourage us or a third party
to violate any applicable
law, statute, ordinance, or regulation; or
Any content or communications intended to impersonate someone else.
Your Suggestions. In addition to the license you grant to us, above, for Your Content, if you elect to
provide or make available suggestions,
comments, ideas, improvements, or other information or materials (collectively, “Suggestions”) to us in
connection with or related to the Site and
SPIDR Tech’s products or services (including any related technology), whether you send such Suggestions to us
through the Site or through a separate
communication channel, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free,
sub-licensable, and transferable license under
any and all rights in and to the Suggestions to use, reproduce, distribute, create derivative works of, adapt,
display, perform, and otherwise exploit,
and to make, have made, sell, offer to sell, and import any products and services incorporating or based on,
Suggestions in any manner.
4. Your Privacy
If you provide a mobile phone number or an email address (“Contact Information”), you agree that SPIDR
Tech may send you
promotional or informational content through text (SMS) messages or emails (collectively, “Communications”),
including, as applicable, through
the use of automated dialer or artificial voice technology. Standard message and data rates may apply. You
acknowledge and agree that you are not required
to consent to receiving promotional Communications as a condition for using the Site or receiving any other
products or services from us. If you wish to
opt out of receiving text messages, you may text “STOP” from the mobile device used to receive Communications;
if you wish to opt out of receiving emails,
please follow the instructions included at the bottom of the email. If you otherwise need assistance in opting
out, please contact us as
6. Third Party Websites
The Site may include or provide links to other websites on the Internet that we do not control. These other
websites may provide opinions, recommendations,
or other information from various individuals, organizations, or companies. We are not responsible for the
nature, quality, or accuracy of the content or
opinions expressed on such websites and we do not investigate, monitor, or check them for quality, accuracy, or
completeness. Inclusion of any linked website
on the Site does not imply or express an approval or endorsement of the linked website by us or of any of the
content, opinions, treatments, information,
products, or services provided on these websites.
7. Disclaimer of Warranties
EXCEPT AS WE OTHERWISE EXPRESSLY PROVIDE IN THIS AGREEMENT, THE SITE IS PROVIDED “AS IS”. WE AND OUR THIRD-PARTY
LICENSORS DO NOT WARRANT OR MAKE ANY PROMISES
REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF: (i) YOUR USE OR THE RESULTS OF
YOUR USE OF THE SITE; (ii) ANY ADVICE YOU GLEAN
FROM THE SITE WHETHER PROVIDED BY US OR A THIRD PARTY; OR (iii) ANY OTHER CONTENT AVAILABLE THROUGH THE SITE. WE
DO NOT PROMISE THAT THE SITE WILL BE UNINTERRUPTED
OR ERROR-FREE, FREE OF VIRUSES OR OTHER MALICIOUS SOFTWARE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO
WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF TITLE,
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE AND OUR THIRD-PARTY LICENSORS HAVE NO
RESPONSIBILITY FOR THE TIMELINESS, DELETION,
MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY MAY LAST. IN THE EVENT THE EXCLUSION OF
IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT SHALL BE DETERMINED BY A COURT TO BE INVALID OR
UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED
TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE
LIMITED TO 90 DAYS FROM THE DATE OF PURCHASE OR ACCESS,
8. Limitation of Liability
Exclusion of Special Damages. NONE OF SPIDR TECH, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, EMPLOYEES,
ASSIGNEES, AND SUCCESSORS-IN-INTEREST (COLLECTIVELY, THE “SPIDR TECH PARTIES”) WILL BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, OR CAUSES
OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST
PROFITS, RELATING TO THIS AGREEMENT, YOUR USE OF THE
SITE, OR ANY INFORMATION OR PRODUCTS YOU OBTAIN FROM IT, OR ANY OTHER INTERACTION WITH THE SITE, AND YOU
VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF THE
SPIDR TECH PARTIES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE WILL BE TO STOP USING THE
SPIDR Tech’s Maximum Liability for Any Claim. IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF THE SPIDR
TECH PARTIES, FOR ANY CLAIM WHATSOEVER RELATING IN
ANY WAY TO THIS AGREEMENT OR YOUR USE OF THE SITE OR PURCHASE OF A PRODUCT THROUGH THE SITE, INCLUDING CLAIMS
FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE
OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY, SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO
EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD).
State Law Waiver. In entering into this release you expressly waive any protections (whether statutory
or otherwise), including Section 1542 of the California
Civil Code if applicable, that would otherwise limit the coverage of this release to include only those claims
which you may know or suspect to exist in your favor
at the time of agreeing to this release.
To the fullest extent permitted by applicable law, you agree to hold harmless, indemnify, and defend the SPIDR
Tech Parties from and against any and all claims (including
liabilities, damages, losses, costs, expenses, and reasonable attorneys’ fees): (a) alleging injury, damage, or
loss resulting from your use of the Site; (b) relating to
any act or omission by you which is a breach of your obligations under this Agreement or applicable law; or (c)
otherwise relating to your use of the Site.
You will have the right to defend and compromise such claim at your expense for the benefit of the SPIDR Tech
Parties; provided, however, you will not have the right to
obligate the SPIDR Tech Parties in any respect in connection with any such settlement without the written
consent of the indemnified party. Notwithstanding the foregoing,
if you fail to assume your obligation to defend or if SPIDR Tech elects to defend such claims itself, the SPIDR
Tech Parties may do so to protect their interests and you
will reimburse all costs incurred by the SPIDR Tech Parties in connection with such defense.
10. Agreement to Arbitrate
Choice Law. The validity, construction, and effect of this Agreement will be governed by the laws of
the U.S. State of California, without giving effect to
that state’s conflict of laws rules.
Arbitration Procedure. All disputes arising out of, or relating to, this Agreement (including
formation, performance, breach, enforceability, and validity
of this Agreement), our operation of the Site, or a purchase made through the Site shall be resolved by final
and binding arbitration to be held in the English
language in Los Angeles County, California or another mutually agreed upon location pursuant to the Commercial
Arbitration Rules of the American Arbitration
Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive
authority to resolve any dispute relating to the
interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or
any part of this Agreement is void or voidable.
Waiver of Class Actions; Jury Trials. We each agree that any dispute resolution proceedings will be
conducted only on an individual basis and not in a
class, consolidated or representative action. If for any reason a claim proceeds in court rather than in
arbitration we each waive any right to a jury trial.
Injunctive Relief. Without prejudice to the agreement to resolve disputes in binding arbitration set
forth in the previous paragraph, either party to
this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose
of enforcing any of the terms of this Agreement
pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
11. Miscellaneous Terms
Complete Agreement. This Agreement constitutes the entire agreement between you and SPIDR Tech relating
to your use of, and access to, this Site and
supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended
except as set forth herein. For avoidance of doubt,
notwithstanding this Section, this Agreement does not modify, revise, or amend the terms of any other
agreements you may have with SPIDR Tech.
Severability. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be
deemed amended in order to achieve as closely
as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as
narrowly as possible in order to give effect
to as much of the Agreement as possible.
No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will
not constitute a waiver of that right or provision.
This Agreement shall not be modified by any course of performance or course of dealing.
No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or
transferred by you, either voluntarily or by operation of
law, without our express prior written consent and in our sole discretion.
No Third Party Beneficiaries. Subject to Sections 8 and 9, nothing in this Agreement will confer upon
any person or entity, other than the parties, any
rights, remedies, obligations, or liabilities whatsoever.
Notices. You shall provide any notices to us under this Agreement by e-mail or mail using the contact
information provided below. Unless you tell us
otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail. You are
responsible for providing SPIDR Tech with up-to-date
contact information, which you may do by updating your account information through the Site or by sending a
message to us via the contact information provided
below. You agree that all communications that we send to you electronically satisfy any legal requirement that
a communication be in writing. You may print the
communications for your records.
12. Contact Us
If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail
You may also send us mail at the following address:
P.O. Box 3448
Manhattan Beach, CA 90266