Terms of Service

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: THESE TERMS OF SERVICE 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 16 “ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS” FOR DETAILS.

These Terms of Service (“Terms”) govern your use of the www.spotter.com website (“Site”), the corresponding mobile application (“App”) and any other content and services offered by Spotter and its affiliates via the Site and the App, as well as content and services offered through third parties integrating Spotter functionality available via the Site and the App. To make these Terms easier to read, the Site, the App and corresponding content and services available therefrom are collectively called the “Services” under these Terms. Spotter, Inc. (“Spotter,” “we” or “us”) provides the Services, and “you” refers to you as a user of the Services.

BY USING THE SITE OR 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 SERVICES.

1. ABOUT THE SITE AND SERVICES
   1. Spotter is a platform for creators that accelerates growth for the world’s best creators and brands, in order for such content creators to expand their content, while still remaining independent.
2. ELIGIBILITY
   1. You must be at least 16 years old to use the Site or the Services. If you are under the age of majority in your state of residence, a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Site and Services with permission from your parent or legal guardian and 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 Services, whether or not the parent or guardian has authorized such acts.
3. ADDITIONAL TERMS
   1. Some of our Services, activities, offers, and other promotional initiatives are subject to additional terms and conditions we make available to you in connection with the same, which may include usage policies and eligibility requirements, such as certain age or geographic restrictions (collectively, “Additional Terms”). By using or participating in any of the foregoing, you agree to and are bound by any such Additional Term, and such Additional Terms are incorporated herein and made a part hereof by this reference. To the extent any Additional Terms conflict with these Terms, the Additional Terms shall control for that specific instance of conflict.
4. ACCEPTABLE USE OF THE SITE AND SERVICES
   1. You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Site or Services, you may not:
      1. violate any law or regulation;
      2. violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other third party,
      3. take (or fail to take) any actions that reflect adversely or negatively on Spotter, its affiliates, the Site, Services, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else;
      4. post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
      5. send unsolicited or unauthorized advertising or commercial communications, such as spam;
      6. reproduce, distribute, sell, publish, commercially exploit, rent, lease, sublicense, assign, or otherwise transfer or make available the Site and/or Services or any part thereof to any third party, or otherwise disseminate the Site and/or Services in any manner;
      7. use the Site and/or Services to provide outsourcing, service bureau, time sharing, rental or any other services to any third party;
      8. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services, including to develop or improve any software program, algorithm, or machine learning or artificial intelligence model;
      9. transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
      10. stalk, harass, or harm another individual;
      11. impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
      12. use any means to scrape or crawl any Web pages contained in the Site;
      13. attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
      14. alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Site and/or Services, or attempt to modify, decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
      15. advocate, encourage, or assist any third party in doing any of the foregoing.‍
5. USER CONTENT‍
   1. The Site and some of our Services allow you to upload, submit, store or send your content and data (“User Content”). You retain ownership of any intellectual property rights that you hold in that User Content. In other words, you own your personal data.
      1. When you upload, submit, store or send User Content to or through the Site or Services, you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Site and Services), publicly perform, publicly display, and distribute your User Content. This license is for the limited purpose of operating, promoting, and improving the Site and Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services.
      2. You represent and warrant that:‍
         1. you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and‍
         2. your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
      3. We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Site or Services for any reason.‍‍
6. ‍OWNERSHIP‍
   1. Other than User Content, we own or license all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, and brand elements (“Marks”). The Site and Services, Our Content, and Marks are all protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from Spotter.‍
7. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY‍
   1. 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.
8. RIGHTS AND TERMS FOR APPS‍
   1. ‍App License. If you comply with these Terms, Spotter grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.‍
   2. Additional Information: Apple App Store. This Section 8(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) 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 your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.‍
9. ONE-TIME PAYMENTS, SUBSCRIPTIONS AND FREE TRIALS. Spotter may require payment of a fee for use of the Services (or certain portions thereof) and you agree to pay such fees. 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 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 feefor 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 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 Services will continue until the end of your then current Subscription period and will then terminate without further charges.‍
10. PRIVACY‍
    1. Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. You are responsible for maintaining the confidentiality of your account information, including your username and password. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.
    2. The Spotter 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.
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       1. Mobile Terms
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          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.
11. LINKS‍
    1. The Site and Services may contain links to other websites and online resources. A link to a third party’s website does not mean that we endorse it or that we are affiliated with it. We are not responsible or liable for any damage or loss related to the use of any third-party website. You should always read the terms and conditions and privacy policy of a third-party website before using it.‍
12. CHANGES TO THE SITE OR SERVICES‍
    1. We enhance and update the Site and Services often. We may change or discontinue the Site or Services at any time, with or without notice to you.‍
13. TERMINATION‍
    1. We reserve the right to not provide the Site or Services to any person. We also reserve the right to terminate your right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates. Upon termination of these Terms, the following Sections will survive: 4, 5, 6, 9(a), 9(b), 9(c) (only for payments due and owing to Spotter prior to the termination), 13 and 14 – 17.‍
14. DISCLAIMER AND LIMITATIONS ON OUR LIABILITY‍
    1. YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPOTTER AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE 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 USERS OR AFFILIATES THEREOF.
    2. IN PARTICULAR, SPOTTER AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES. SPOTTER AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.
    3. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.
    4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    5. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY 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 US, AS APPLICABLE.
    6. You understand and agree that we have set our prices and entered into these Terms with you in reliance upon the limitations of liability set forth in these Terms, which allocate risk between us and form the basis of a bargain between the parties.‍
15. INDEMNIFICATION‍
    1. You agree to indemnify and hold harmless Spotter and its affiliates 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: (a) your (or your contractors’, agents’ or employees’) use of the Site and/or Services, including the accessing of User Content or other data and/or information through or in connection with the Site and/or Services; and (b) any actual or alleged breach of these Terms or any applicable laws or regulations by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.‍
16. ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS
    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 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 16(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 16(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 Section 16 shall be null and void.‍
    7. Severability. With the exception of any of the provisions in Section 16(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.‍
17. OTHER PROVISIONS‍
    1. These Terms constitute the entire and exclusive understanding and agreement between Spotter and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Spotter and you regarding the 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. 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 16 “Arbitration Agreement & Waiver Of Certain Rights,” the exclusive jurisdiction for all Disputes 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.
    4. 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.
    5. 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.
    6. 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.
18. ‍CONTACT US‍
    1. In order to resolve a complaint regarding the Site or Services or to receive further information regarding use of the Site or Services, please contact us at:
    2. Spotter, Inc.
    3. 8950 W Olympic Blvd #446
       Beverly Hills CA 90211
       United States
    4. or by email at:‍
    5. support@spotterstudio.com‍
19. CHANGES TO THESE TERMS‍
    1. 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 Services, you are agreeing to the revised Terms. Because the Services are evolving over time, Spotter may change or discontinue all or any part of the Services, at any time and without notice, at Spotter’s sole discretion.

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