Spotter platform terms and conditions

Last Updated: December 02, 2024

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION PROVISION AND WAIVERS OF ANY RIGHT TO A JURY TRIAL OR TO BRING A CLAIM ON A CLASS BASIS. PLEASE REVIEW SECTION 12 “DISPUTE RESOLUTION” FOR DETAILS.

These Terms and Conditions (“Terms”) and our Privacy Policy https://spotterstudio.com/privacy-policy) govern your use of certain software solutions, services and functionality made available to you by Spotter and its affiliates collectively called the “Platform Services” under these Terms. Spotter Memberships LLC (“Spotter,” “we” or “us”) provides the Platform Services, and “you” and “your” refers to you as a user of the Platform Services.

BY USING THE PLATFORM SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THE PLATFORM SERVICES.

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  1. RIGHT TO USE
  2. Subject to your compliance with the terms and conditions of these Terms, Spotter grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use Spotter’s proprietary platform, including AI products for content ideation, creation and analytics, and other capabilities and related services and documentation made available to you as part of the Platform Services. You may use the Platform Services only if you are at least 16 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Platform Services under applicable law. If you are over 16 years of age but under the age of majority in your respective jurisdiction, you hereby represent and warrant that your parent or legal guardian has read these Terms, and accepts them on your behalf. Parents and legal guardians are responsible for the acts of their minor children when using the Platform Services, whether or not the parent or guardian has authorized such acts.
  1. USE RESTRICTIONS
  1. Restrictions. You will not, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Platform Services or associated documentation; (ii) reverse engineer, decompile, decode, disassemble, engage in model extraction or stealing attacks, prompt injection attacks or any other adversarial attacks set forth in the NIST AI 100-2 E2023 publication available at https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.100-2e2023.pdf or otherwise attempt to derive or gain improper access to any software components, models, algorithms or systems of the Platform Services, in whole or in part; (iii) use the Platform Services, Output or associated documentation in any manner or for any purpose that violates or infringes upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other third party, or that violates any law or regulation; (iv) interfere with, or disrupt the integrity or performance of, the Platform Services, or any data or content contained therein or transmitted thereby; (v) access or search the Platform Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform Services features provided by Spotter for use expressly for such purposes; (vi) use the Platform Services in a manner that violates the Acceptable Use Policy available at (“AUP”) and which forms part of these Terms; or (vii) use the Platform Services, associated documentation, Output or any other Spotter confidential information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform Services.
  1. OWNERSHIP AND USE
    1. Ownership of Spotter IP. As between you and Spotter, Spotter owns all right, title and interest in and to the Spotter IP. No rights are granted to you (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth in these Terms. The “Spotter IP” means the Platform Services, associated documentation, Spotter’s content, Usage Data, all improvements, modifications, or derivative works of, the foregoing (regardless of authorship), and all intellectual property rights in and to any of the foregoing.
    2. Posting Content. Our Platform Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Platform Services is referred to as “User Content.” Spotter does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
    3. Additional Input and Output Specific Terms. The AI features of the Platform Services may generate analytics, rankings, research, recommendations, ideas, titles, descriptions, suggestions, thumbnails, mockups, other creative materials related to creator content and other output related to the Platform Services (each, “Output”) in response to: (i) your selections or interactions with the Platform Services; and (ii) one or more elements of User Content uploaded to the Platform Services (collectively, “Input”). As between you and Spotter, to the extent permitted by applicable law and subject to Section 3(a): (1) you own all Input provided by you and Output generated by your Input; and (2) subject to your compliance with these Terms, Spotter assigns to you any of its rights, title and interest in and to such Output generated by your Input. You may not use, sell or share Output to develop or have developed AI or machine learning models that compete with Spotter.
    4. Permissions to Your User Content. You hereby grant Spotter a non-exclusive, worldwide, royalty-free right and license to use, sublicense, reproduce, publicly display, publicly perform, modify and create derivative works based upon the User Content, Input and Output solely for the purpose of: (i) hosting, operating, improving and providing the Platform Services and Spotter’s other related products, services and technologies; (ii) creating or developing Usage Data; and (iii) enforcing the AUP and complying with applicable law. As between you and Spotter, you own all right, title and interest in and to all User Content. For clarity, subject to Section 3(c) and this Section 3(d), Spotter will not share your User Content or Input in identifiable form with any other customers or users of Spotter without your permission. For further clarity, the removal right with respect to User Content in Section 3(f) does not impact anything that we’ve done with such User Content prior to such removal. In order to help Spotter make our platform and tools better for you and our other users, you hereby further grant Spotter a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, transferable license to use, sublicense, reproduce, publicly display, publicly perform, modify and create derivative works based upon the Input and Output solely for the purpose of improving the Platform Services and Spotter’s other related products, services and technologies. “Usage Data” means data or insights in deidentified form developed from (i) any User Content; or (ii) your use of the Platform Services. For clarity, the data we receive directly from third parties, such as YouTube, is not Usage Data.
    5. Your Responsibility for User Content. You are solely responsible for all your User Content and Inputs. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content and Inputs under these Terms. You represent and warrant that neither your User Content or Inputs, nor your use and provision of your User Content and Inputs to be made available through the Platform Services, nor any use of your User Content or Inputs by Spotter on or through the Platform Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    6. Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Platform Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. For clarity, Spotter may have obtained a license to some of your User Content via a third party (“Licensed Content”), and your removal or requested deletion of such User Content does not obligate Spotter to remove or cease its use of such Licensed Content.
    7. Feedback. From time to time you may provide Spotter with suggestions, comments, feedback or the like with regard to the Platform Services (collectively, “Feedback”). You hereby grant Spotter a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Spotter’s business purposes, including the testing, development, maintenance and improvement of the Platform Services.
  2. ONE-TIME PAYMENTS, SUBSCRIPTIONS AND FREE TRIALS
    ‍    Spotter may require payment of a fee for use of the Platform Services (or certain portions thereof) and you agree to pay such fees if applicable. You may have the option of making a one-time payment (“One-Time Payment”) or purchasing a subscription (“Subscription”) for such use. Spotter may make the Platform Services available to you on a one-time trial basis free of charge (“Free Trial”), and by electing such free trial, you agree to its limited duration and any other terms of conditions imposed by Spotter as posted or otherwise communicated to you.
    1. General. Whether you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
    2. Subscriptions. If you purchase a Subscription, you will be charged the Subscription fee for the applicable Subscription period, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each applicable Subscription period thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE SPOTTER TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each Subscription period on the first day of each subsequent Subscription period, using the Payment Information you have provided until you cancel your Subscription. Subject to applicable law, before your Subscription term ends, or otherwise in accordance with applicable law, Spotter will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Spotter. Your Subscription continues until cancelled by you or we terminate your access to or use of the Platform Services or Subscription in accordance with these Terms.
    3. Cancelling One-Time Payment or Subscription. SUBJECT TO APPLICABLE LAW, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. SUBJECT TO APPLICABLE LAW, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel your Subscription, you can send an email to [support@spotterstudio.com]. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Platform Services will continue until the end of your then current Subscription period and will then terminate without further charges.
  1. COPYRIGHT POLICY
  2. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. Please see our DMCA Policy page for details.‍
  3. THIRD PARTY SERVICES‍
    1. Any third-party software, services, or other products used in connection with the Platform Services are subject to their own terms, and Spotter is not responsible for third party products or services. Without limiting the foregoing, the Platform Services may integrate with one or more third party API(s), such as services like YouTube, Instagram, Snap or TikTok. By using the Platform Services, you acknowledge and agree to comply with and be bound by the terms of service of such third-party product or service as applicable.
    2. The Platform Services may, upon your consent and provision of a mobile-phone number capable of receiving text messages, deploy certain mobile messaging services (“Messaging Services”) through a third-party, Braze.   Your use of the Messaging Services constitutes your agreement to these certain terms and conditions (“Mobile Terms”), as defined below. We may modify or cancel the Messaging Services or any of its features without notice. To the extent permitted by applicable law, we may also modify the Mobile Terms at any time, and your continued use of the Messaging Services following the effective date of any such changes shall constitute your acceptance of such changes. The Mobile Terms may also be revised by changes to the Braze platform.
      1. Mobile Terms
        1. By consenting to the Messaging Services, you agree to receive recurring SMS/text messages from and on behalf of Spotter through your wireless provider to the mobile number you provided. If your mobile number is registered on any state or federal Do Not Call list, but you then opt in to our Messaging Services, then you are agreeing to receive text messages and supersede your prior decision to be placed on the Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology. Messaging Services-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).
        2. You understand that you do not have to sign up for Messaging Services in order to make any purchases, and your consent is not a condition of any purchase with Spotter. Your participation in this program is completely voluntary.
        3. We do not charge for the Messaging Services, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.
        4. You may opt out of the Messaging Services at any time. Text the single keyword command STOP or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other Spotter mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.
        5. For Messaging Services support or assistance, text HELP.
        6. We may change any short code or telephone number we use to operate the Messaging Services at any time and will notify you of these changes. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received, and we will not be responsible for honoring requests made in such messages.
        7. The wireless carriers supported by the Messaging Services are not liable for delayed or undelivered messages. You agree to provide us with a valid mobile number. If you get a new mobile number, you will need to sign up for the program with your new number.
        8. To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the Messaging Services, any errors in such information, and/or any action you may or may not take in reliance on the information or Messaging Services.
        9. We respect your right to privacy. To see how we collect and use your personal information, please see our Privacy Policy.
  1. TERMINATION

We may suspend or terminate your access to and use of the Platform Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [support@spotterstudio.com]. Upon any termination, discontinuation or cancellation of the Platform Services or your account, the following Sections will survive: 2, 3(a), 3(d), 3(e), 4(a), 4(b), 4(c) (only for payments due and owing to Spotter prior to the termination), and 7 – 14.

  1. REPRESENTATION AND WARRANTIES; DISCLAIMER
    1. User Content. You represent and warrant that Spotter’s use of the User Content and Input from you in accordance with these Terms will not violate any applicable laws or regulations, infringe, misappropriate or violate any intellectual property rights, privacy rights, rights of publicity or other rights of any third party or cause a violation of confidentiality or breach of any agreement or obligations between you and any third party.
    2. Relationship with Spotter. Spotter acts solely as a technology platform to provide you with the Platform Services. General advice and other content relayed through the Platform Services is provided for informational and educational purposes only and is not intended to replace or substitute any financial or specific professional advice. Always seek the advice of a qualified financial adviser with any questions you may have regarding financial information provided by Spotter.
    3. Disclaimer. THE PLATFORM SERVICES AND OTHER SPOTTER IP AND OUTPUT ARE PROVIDED ON AN “AS IS” BASIS, AND SPOTTER MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU OR TO ANY OTHER PARTY REGARDING THE SPOTTER IP, THE OUTPUT, THE PLATFORM SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED TO YOU UNDER THESE TERMS. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, SPOTTER WILL HAVE NO LIABILITY TO ANY FREE TRIAL OR BETA USERS OR ANY AFFILIATES THEREOF.
    4. Similarity, Accuracy and Appropriateness of Output. Due to the nature of machine learning, Output may not be unique and the Platform Services may generate the same or similar output for Spotter or a third party. Spotter’s assignment of Output to you in these Terms does not extend to other Spotter users’ output. FURTHERMORE, GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE PLATFORM SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANY PROVISION IN THESE TERMS, SPOTTER WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM USER CONTENT, INPUT, OUTPUT OR THEIR USE INCLUDING DAMAGE TO YOUR BUSINESS RELATED TO THE PLATFORM SERVICES AND/OR OUTPUT. You will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.
  2. INDEMNIFICATION: You will indemnify and hold harmless Spotter from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to: (i) the User Content, Input or their use by Spotter in accordance with these Terms including allegations that such use infringes, misappropriates or violates a third-party’s intellectual property rights, or rights of publicity or privacy, or results in the violation of any applicable law or regulation; or (ii) your use of the Platform Services or associated documentation in violation of these Terms. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.
  1. LIMITATION OF LIABILITY
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SPOTTER NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PLATFORM SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPOTTER OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPOTTER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM SERVICES EXCEED THE AMOUNTS YOU HAVE PAID US DURING THE THREE (3) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SPOTTER, AS APPLICABLE.
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPOTTER AND YOU.
  2. GOVERNING LAW AND FORUM CHOICE: These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 12 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Spotter are not required to arbitrate will be the state and federal courts located in the County of Los Angeles, and you and Spotter each waive any objection to jurisdiction and venue in such courts.
  1. DISPUTE RESOLUTION
    1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Spotter agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Spotter are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
    2. Exceptions. As limited exceptions to Section 12(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
    3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
    4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
    5. Injunctive and Declaratory Relief. Except as provided in Section 12(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
    6. Class Action Waiver. YOU AND SPOTTERAGREE 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 PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
    7. Severability. With the exception of any of the provisions in Section 12(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
  1. OTHER PROVISIONS
    1. These Terms constitute the entire and exclusive understanding and agreement between Spotter and you regarding the Platform Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Spotter and you regarding the Platform Services.
    2. Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control. Spotter’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Spotter. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
    3. If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.
    4. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.
    5. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Spotter’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. We may freely assign our rights and obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    6. Any notices or other communications provided by Spotter under these Terms will be given: (i) via email; or (ii) by posting to the Platform Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
  2. CHANGES TO THESE TERMS: From time to time, Spotter may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms or otherwise communicate the changes to you. Those changes will go into effect on the Last Updated date shown in the revised Terms. By continuing to use the Platform Services, you are agreeing to the revised Terms. Because the Platform Services are evolving over time, Spotter may change or discontinue all or any part of the Platform Services, at any time and without notice, at Spotter’s sole discretion.
  1. CONTACT US

In order to resolve a complaint regarding the Platform Services or to receive further information regarding use of the Platform Services, please contact us at: Spotter Memberships, LLC, 160 Varick St, 3rd Floor, New York, NY 10013, United States, or by email at: support@spotterstudio.com

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