This Agreement applies conditions to your use of any SPIDR Tech-operated website or application that links to this Agreement (collectively, the “Site”). BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. DO 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 CLAIMS TO BE RESOLVED VIA BINDING ARBITRATION.
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We may revise and update this Agreement from time to time, and will post the updated Agreement to the Site. Unless otherwise 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.
Ownership. All written content prepared and posted by SPIDR Tech, and the Site design, layout, look, appearance, and graphics, as well as the trademarks, service marks, and logos contained on our Site (collectively, “SPIDR Tech Content”) 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 actions;
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 Site; or
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.
The Site may include features that allow you to upload, submit, or send content through the Site (e.g., the contact form) (“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, perpetual, irrevocable, 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 party;
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.
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 email@example.com.
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.
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, AS APPLICABLE.
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 SITE.
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.
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.
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.
If you have any questions or need to contact us for any reason relating to this Agreement, please e-mail firstname.lastname@example.org.
You may also send us mail at the following address:
1100 Manhattan Ave #203
Manhattan Beach, CA 90266