SPINDROP

Spindrop Terms and Conditions of Use

Effective as of January 1st 2016
1 Introduction 2 Changes to the Agreements 3 Enjoying Spindrop 4 Rights we grant you 5 Third Party Applications 6 User-Generated Content 7 Rights you grant us 8 User guidelines 9 Infringement and reporting User Content 10 Service limitations and modifications 12 Customer support 13 Export control 14 Payments, cancellations, and cooling off 15 Term and termination 16 Warranty and disclaimer 17 Limitation 18 Third party rights 19 Entire agreement 20 Severability and waiver 21 Assignment 22 Indemnification 23 Choice of law, mandatory arbitration and venue 24 Contact us Welcome to our Terms and Conditions of Use! This document affects your legal rights, so it’s important that you read them and our Privacy Policy carefully. We hope you’re sitting comfortably and listening to some great mixes! 1 Introduction Thanks for choosing Spindrop (“Spindrop”, “we”, “us”, “our”). By signing up or otherwise using the Spindrop service, websites, and software applications (together, the “Spindrop Service” or “Service”), or accessing any content or material that is made available by Spindrop through the Service (the “Content”) you are entering into a binding contract with Spindrop. The Spindrop Service also includes the Spindrop Support Community as further described in the Spindrop Support Community section. Your agreement with us includes these Terms and Conditions of Use (“Terms”) and our Privacy Policy. (The Terms, Privacy Policy, and any additional terms that you agree to, as discussed in the Entire Agreement section, are referred to together as the “Agreements”.) If you wish to review the terms of the Agreements, the effective version of the Agreements can be found on Spindrop’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Spindrop Service or consume any Content. Please read the Agreements carefully. They cover important information about Spindrop Services provided to you and any charges, taxes, and fees we bill you. The Agreements include information about future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration instead of in court. Any information that you provided during sign-up can be corrected during the sign-up process by returning to the previous screens and correcting erroneous information. In order to use the Spindrop Service and access the Content, you need to (1) be 18 or older, or be 13 or older and have your parent or guardian’s consent to the Agreements, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be resident in a country where the Service is available. You also promise that any registration information that you submit to Spindrop is true, accurate, and complete, and you agree to keep it that way at all times. 2 Changes to the Agreements Occasionally we may decide to make some changes to the Agreements. If we make materially change the Agreements, we’ll provide you with prominent notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. So please make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through mail or email. 3 Enjoying Spindrop Here’s some information about how you can enjoy Spindrop. 3.1 Our Services & Paid Subscriptions Spindrop provides a software program that allows you to mix music your own music. Certain Spindrop services are provided to you free-of-charge; other services require payment. Certain Spindrop mix modes may be purchased and are currently referred to as the “Premium Mix Modes.” The Spindrop service that does not require payment is currently referred to as the “Free Service”. You can learn more about our services by visiting our website. The Premium Mix Modes may not be available to all users. We will explain which services are available to you when you are signing up for the services. 3.2 Codes and other pre-paid offers If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Spindrop for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions. 3.3 Trials From time to time, we or others on our behalf may offer trials of Premium Mix Modes for a specified period without payment or at a reduced rate (a “Trial”). Spindrop reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law. For some Trials, we’ll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU FOR THE APPLICABLE PAID MIX MODES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR SPINDROP ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR SPINDROP ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID MIX MODES THROUGH YOUR SPINDROP ACCOUNT’S SUBSCRIPTION PAGE OR TERMINATE YOUR SPINDROP ACCOUNT BEFORE THE END OF THE MONTHLY PERIOD. PAID MIX MODES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, SPINDROP WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. THE LIMITATION SECTION SETS FORTH ADDITIONAL TERMS REGARDING CANCELLATION OF YOUR PAID MIX MODES. 4 Rights we grant you The Spindrop Mix Modes and the Content are the property of Spindrop. You promise and agree that you are using the Content for your own personal, non-commercial, entertainment use and that you will not redistribute or transfer the Spindrop Service or the Content. The Spindrop software applications and the Content are licensed, not sold, to you, and Spindrop and its licensors retain ownership of all copies of the Spindrop software applications and Content even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”). All Spindrop trademarks, service marks, trade names, logos, domain names, and any other features of the Spindrop brand (“Spindrop Brand Features”) are the sole property of Spindrop or its licensors. The Agreements do not grant you any rights to use any Spindrop Brand Features whether for commercial or non-commercial use. You agree to abide by our User guidelines and not to use the Spindrop Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in these Agreements, Spindrop grants no right, title, or interest to you in the Spindrop Service or Content. Third party software (for example, open source software libraries) included in the Spindrop Service are licensed to you either under the Agreements or under the relevant third party software library’s licence terms as published in the help or settings section of our desktop and mobile client and/or on our website. 5 Third Party Applications The Spindrop Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Spindrop does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications. 6 User-Generated Content Spindrop users may post, upload, and/or contribute (“post”) content to the Service (which may include, for example, pictures, text, messages, information, playlist compilations, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the Spindrop Support Community as well as any other part of the Spindrop Service. You promise that, with respect to any User Content you post on Spindrop, (1) you have the right to post such User Content, and (2) such User Content, or its use by Spindrop as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright, publicity, personality, or other rights of others) or imply any affiliation with or endorsement of you or your User Content by Spindrop or any artist, band, label, entity or individual without express written consent from such individual or entity. Spindrop may, but has no obligation to, monitor, review, or edit User Content. In all cases, Spindrop reserves the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Spindrop’s sole discretion, violates the Agreements. Spindrop may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content. You are solely responsible for all User Content that you post. Spindrop is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST SPINDROP RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD SPINDROP HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM. 7 Rights you grant us In consideration for the rights granted to you under the Agreements, you grant us the right (1) to allow the Spindrop Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Spindrop Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed or provided to Spindrop (e.g. podcasts) may contain advertising as part of the Content. In such cases, Spindrop will make such Content available to you unmodified. If you provide feedback, ideas or suggestions to Spindrop in connection with the Spindrop Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Spindrop to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content. You grant Spindrop a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide licence to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive any “moral rights” (or the equivalent under applicable law) such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content. 8 User guidelines Spindrop was co-founded by a patent attorney. We respect intellectual property rights and expect you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure Spindrop stays enjoyable for everyone. Please follow these rules and encourage other users to do the same. The following is not permitted for any reason whatsoever: copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the Spindrop Service or the Content, or otherwise making any use of the Spindrop Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Spindrop Service or the Content or any part of it; using the Spindrop Service to import or copy any local files you do not have the legal right to import or copy in this way; transferring copies of cached Content from an authorized Device to any other Device via any means; reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the Spindrop Service, Content or any part thereof unless permitted by applicable law; circumventing any technology used by Spindrop, its licensors, or any third party to protect the Content or the Service; selling, renting, sublicensing or leasing of any part of the Spindrop Service or the Content; circumventing any territorial restrictions applied by Spindrop or it licensors; removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the Spindrop Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content); providing your password to any other person or using any other person’s username and password; “crawling” the Spindrop Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Spindrop; or selling a user account or playlist, or otherwise accepting any compensation, financial or otherwise, to influence the name of an account or playlist or the content included on an account or playlist. Please respect Spindrop, the owners of the Content, and other users of the Spindrop Service. Don’t engage in any activity, post any User Content, or register and/or use a username, which is or includes material that: is offensive, abusive, defamatory, pornographic, threatening, or obscene; is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of Spindrop or a third party; includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data; includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service; is intended to or does harass or bully other users; impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading; uses automated means to artificially promote content; involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the Spindrop inbox; involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Spindrop; links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Spindrop; interferes with or in any way disrupts the Spindrop Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Spindrop’s computer systems, network, usage rules, or any of Spindrop’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or conflicts with the Agreements, as determined by Spindrop. You acknowledge and agree that posting any such User Content may result in immediate termination or suspension of your Spindrop account. You also agree that Spindrop may also reclaim your username for any reason. Please be thoughtful about how you use the Spindrop Service and what you share. The Spindrop Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Spindrop or across the web, so please use Spindrop carefully and be mindful of your account settings. Spindrop has no responsibility for your choices to post material on the Service. Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible. 9 Infringement and reporting User Content Spindrop respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, please notify us by mail or email. If Spindrop is notified by a copyright holder that any Content infringes a copyright, Spindrop may in its absolute discretion take actions without prior notification to the provider of that Content. If the provider believes that the content is not infringing, the provider may submit a counter-notification to Spindrop with a request to restore the removed content. 10 Service limitations and modifications Spindrop will make reasonable efforts to keep the Spindrop Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Spindrop reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Spindrop Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Spindrop Service or any function or feature thereof. Notwithstanding the foregoing, if you have prepaid fees for Premium Mix Modes that Spindrop permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments, cancellations, and cooling off section), Spindrop will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. You understand, agree, and accept that Spindrop has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. Spindrop and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law. 11 Customer support For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our customer service department using the Customer Service contact form on the About Us section of our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries. 12 Export control Spindrop’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria; and (2) are not a denied party as specified in the regulations listed above. You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Spindrop under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of the Agreements. 13 Payments, cancellations, and cooling off Paid Mix Modes can be purchased either by (1) paying a one-time purchase fee; or (2) paying a monthly subscription fee; or (3) pre-payment giving you access to the Spindrop Service for a specific time period (“Pre-Paid Period”). If you have purchased a Paid Subscription using a Code, your Paid Subscription will automatically terminate at the end of the Pre-Paid Period, or when there is an insufficient pre-paid balance to pay for the Service. When you register for a Paid Subscription, Trial, or Code online, you consent to get access to Spindrop Premium immediately. If you reside outside the United States and register for a Paid Subscription or Code online, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days (the “Cooling-off Period”). Refunds will not, however, be provided if you have accessed Spindrop at any time during the Cooling-off Period. Unless your Paid Subscription has been purchased as a Pre-Paid Period, your payment to Spindrop (or to a third party through whom you purchased the Paid Subscription, such as a telephone company), if not a one-time payment fee, will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your subscription page before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. However, if you cancel your payment or Paid Subscription and/or terminate any of the Agreements (1) after you have accessed Spindrop during the Cooling-off Period, or (2) after the Cooling-off Period is over (where applicable), or (3) before the end of the current subscription period, we will not refund any subscription fees already paid to us. If you wish to receive a full refund of all monies paid before the Cooling-off Period is over, you must contact Customer Support. Spindrop may change the price for the Paid Mix Modes, Pre-Paid Period (for periods not yet paid for), or Codes from time to time, and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Paid Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Spindrop Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Spindrop Service prior to the price change going into effect. Please therefore make sure you read any such notification of price changes carefully. 14 Term and termination The Agreements will continue to apply to you until terminated by either you or Spindrop. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Spindrop may terminate the Agreements or suspend your access to the Spindrop Service at any time, including in the event of your actual or suspected unauthorised use of the Spindrop Service and/or Content, or non-compliance with the Agreements. If you or Spindrop terminate the Agreements, or if Spindrop suspends your access to the Spindrop Service, you agree that Spindrop shall have no liability or responsibility to you and Spindrop will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. To learn how to terminate your Spindrop account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time. Sections 6, 7, 8, 10, 12, 14, 15, 16, 17, 18, 19, 20, 21, and 22 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination. 15 Warranty and disclaimer WE TRY TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE SPINDROP SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE SPINDROP SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPINDROP AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER SPINDROP NOR ANY OWNER OF CONTENT WARRANTS THAT THE SPINDROP SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, SPINDROP MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SPINDROP SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT SPINDROP IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE SPINDROP SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM SPINDROP SHALL CREATE ANY WARRANTY ON BEHALF OF SPINDROP IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW. THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER. 16 Limitation YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SPINDROP SERVICE IS TO UNINSTALL ANY SPINDROP SOFTWARE AND TO STOP USING THE SPINDROP SERVICE. WHILE SPINDROP ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO SPINDROP, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPINDROP, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SPINDROP SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER SPINDROP HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SPINDROP SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO SPINDROP DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW. Nothing in the Agreements removes or limits Spindrop’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law. 17 Third party rights You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Spindrop, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person. If you have downloaded the App from the Apple, Inc. (“Apple”) App Store or if you are using the App on an iOS device, you acknowledge that you have read, understood, and agree to the following notice regarding Apple. This Agreement is between you and Spindrop only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the App infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties. 18 Entire agreement Other than as stated in this section or as explicitly agreed upon in writing between you and Spindrop, the Agreements constitute all the terms and conditions agreed upon between you and Spindrop and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Please note, however, that other aspects of your use of the Spindrop Service may be governed by additional agreements. That could include, for example, access to the Spindrop Service as a result of a gift card or free or discounted Trials. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Spindrop’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail. 19 Severability and waiver Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by Spindrop or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Spindrop’s or the applicable third party beneficiary’s right to do so. 20 Assignment Spindrop may assign the Agreements or any part of them, and Spindrop may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party. 21 Indemnification To the fullest extent permitted by applicable law, you agree to indemnify and hold Spindrop harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any User Content; (3) any activity in which you engage on or through the Spindrop Service; and (4) your violation of any law or the rights of a third party. 22 Choice of law, mandatory arbitration and venue 22.1 Governing Law / Jurisdiction The Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of New Jersey, without regard to choice or conflicts of law principles. Further, you and Spindrop agree to the jurisdiction of the courts listed below to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). Choice of Law: State of New Jersey, US Jurisdiction: Exclusive; State and Federal Courts of Mercer County Spindrop does not accept any codes of conduct as mandatory in connection with the services provided under this agreement. 22.2 CLASS ACTION WAIVER WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND SPINDROP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Spindrop agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. 22.3 ARBITRATION If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 22.3. is enforceable, the following mandatory arbitration provisions apply to you: 22.3.1 Dispute resolution and arbitration You and Spindrop agree that any dispute, claim, or controversy between you and Spindrop arising in connection with or relating in any way to these Agreements or to your relationship with Spindrop as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements. 22.3.2 Exceptions Notwithstanding clause (22.3.1) above, you and Spindrop both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court, (2) pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims. 22.3.3 Arbitration rules Either you or we may start arbitration proceedings. If you are located in, are based in, have offices in, or do business in the United States, any arbitration between you and Spindrop will be finally settled under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by the Agreements. You and Spindrop agree that these Agreements affect interstate commerce, so the U.S. Federal Arbitration Act and federal arbitration law apply and govern the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at www.adr.org, or you may call the AAA at 1-800-778-7879. Spindrop can also help put you in touch with the AAA. Any arbitration hearings will take place at a location to be agreed upon in Princeton, NJ, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA’s Consumer Rules with the remainder paid by Spindrop. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Spindrop for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. If you are not located in, are not based in, do not have offices in, and do not do business in the United States, any arbitration between you and Spindrop will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Developer Terms, and will be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the law to be applied in any arbitration shall be the law of the State of New Jersey, United States, without regard to choice or conflicts of law principles. 22.3.4 Time for filing Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. 22.3.5 Notice; Process A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Spindrop's address for Notice is: Spindrop, Attn: General Counsel, 34 Chambers Street, Princeton, NJ 08542 USA. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Spindrop may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Spindrop shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Spindrop shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Spindrop in settlement of the dispute prior to the arbitrator’s award; or (3) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Spindrop shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator. 22.3.6 Modifications In the event that Spindrop makes any future change to this arbitration provision (other than a change to Spindrop's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Spindrop's address for Notice, in which case your account with Spindrop shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive. 22.3.7 Enforceability If the class action waiver at Section 22.2 is found to be unenforceable in arbitration or if the entirety of this Section 22 is found to be unenforceable, then the entirety of this Section 22.3 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 22.1 shall govern any action arising out of or related to the Agreements. 23 Contact us If you have any questions concerning the Spindrop Service or the Agreements, please contact Spindrop customer service by visiting the About Us section of our website. Thank you for reading our Terms. We hope you enjoy Spindrop! Contracting entity: Mixwolf LLC (dba Spindrop) 34 Chambers Street Princeton, NJ 08542 USA