spotlets.com

TERMS OF USE

(Effective October 1, 2008)

1. INTRODUCTION AND ACCEPTANCE

Welcome to spotlets.com (“spotlets”), a service owned and operated by editspot LLC (“editspot,” "us," "we," or "our").  spotlets provides you  aspotlets website. 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING SPOTLETS.  BY ACCESSING AND/OR USING SPOTLETS (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 16 BELOW.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, PLEASE DO NOT ACCESS OR USE SPOTLETS.  

In addition to these Terms of Use, we have established a Privacy Policy to explain how we collect and use information about you.  A copy of this Privacy Policy can be found here: Privacy Policy and is incorporated by reference into these Terms of Use.  By accessing or using the spotlets, you are also signifying your acknowledgement and agreement to our Privacy Policy. 

1. ADVERTISING SUPPORT 

spotlets is currently offered free of charge to members.  We are able to offer you these services through advertising support.  You agree that in exchange for your use of spotlets, we may place advertising banners, textlinks, search boxes, pop-ups, pop-unders and exit windows on your spotlets Website. 

1. INTELLECTUAL PROPERTY

spotlets and the content we include on a spotlets Website (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “spotlets Content”) and all intellectual property rights to the same are owned by us, our licensors, or both.  Additionally, all trademarks, service marks, trade names and trade dress that we may place or have placed on a spotlets Website are owned by us, our licensors, or both. As provided below, we do not have any ownership interest in and spotlets Content does not include the materials you provide, post, upload, input or submit to your spotlets Website.  Except for the limited use rights granted to you in these Terms of Use, you do not acquire any right, title or interest in spotlets or spotlets Content.  Any rights not expressly granted in these Terms of Use are expressly reserved.

1. ACCESS AND USE
1. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit spotlets Content for any purpose whatsoever without obtaining prior written consent from us or, in the case third-party content, its respective owner.  In certain instances, we may permit you to download or print spotlets Content or both.  In such a case, you may download or print (as applicable) one copy of spotlets Content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing spotlets Content.
2. As a condition of your use of the spotlets, you agree that you will not use spotlets for any purpose that is unlawful, illegal or prohibited by these Terms of Use, or our other terms, conditions or notices. You agree that you will not modify, copy, distribute, transmit, reproduce, publish, license, transfer, sell or create derivative works from, any data, software, services or products obtained through spotlets.
3. You agree that you will not use our spotlets to conduct any activity or solicit the performance of any activity that is prohibited by law or by applicable regulatory authorities. You further agree that you will not use spotlets in any manner that could disable, damage, overburden or impair our network. We reserve the right, at our sole discretion, to deny access at any time to users who breach our policies or cause other abuses which we deem disruptive to the spotlets or others. 
4. We reserve the right to decline the registration or domain moves of adult-oriented domains and to revoke without refund any of our services which we, in our sole judgment, deem are being used for any unlawful purpose, or to promote adult-oriented or "offensive" material, or as a source of unsolicited bulk e-mail, or as an address to use for replying to unsolicited bulk e-mail, or in a manner injurious to our members, their reputation or the business reputation of the spotlets.com. This policy also applies to Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.).
5. We may immediately, and without notice, terminate services for any of the following reasons:
1. Sending unsolicited mass e-mails (i.e., to more than 5 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider and using a spotlets hosted domain as a response address.
2. Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ("spamware"). Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, which includes the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software. 
3. Harassing other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or editspot. 
4. Impersonating another user or otherwise falsifying one's identity for fraudulent purposes. 
5. Using a spotlets hosted domain to point to or otherwise direct traffic to any material that, in our sole opinion, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material which is threatening or obscene or inappropriate is considered misuse of service. 
6. Using a spotlets hosted domain that, in our sole opinion, has been used for the following (but not limited to) activities: (a) Transmitting Unsolicited Commercial e-mail (UCE); (b)Transmitting bulk e-mail; (c) Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist; (d) Denial of Service attacks of any kind; (e) Copyright or trademark infringement; (f) Reselling or attempting to resell spotlets services; (g) Unlawful or illegal activity of any kind; (h) Promoting “net abuse” in any manner – e.g., providing software, tools or information which enables or supports “net abuse”; or (i) causing loss or creating service degradation for other spotlet members.
6. We reserve the right, in our sole discretion, to suspend or terminate your access to our spotlets and related services or any portion thereof, at any time, without notice. We will terminate for any breach of our terms of use or for any activity that constitutes an unlawful or prohibited use as described in these terms. 
7. We reserve the right to reject any e-mail to or passing through a spotlets hosted domain or any spotlets computer from any user, domain, provider, IP address/netblock, or company that engages in, permits, or allows itself to be used for spamming. 
8. USER REGISTRATION
9. Use of spotlets requires that you become a registered user.  If you are under the age of thirteen, then you are not permitted to register as a user or otherwise submit personal information.  
10. If you become a registered user, you agree to provide true, accurate and complete registration information and, if such information changes, promptly update the relevant registration information.  During registration, you will create a user name and password (a “Membership”).  You are responsible for safeguarding and maintaining the confidentiality of your Membership.  You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity.  You agree to notify us immediately at abuse@editspot.com of any breach of security or unauthorized use of your Membership.  
2. YOUR WARRANTIES

You represent and warrant that any material which you place or permit to be placed on a spotlets Website with or without your authority (“Your Content”), or on the Internet through spotlets service, including your domain name(s), will not violate the rights of any third party and will not give rise to any claim of such violation, violate any federal, state or local law, rule or regulation of any type of any nature (civil or criminal), including without limitation, laws with respect to obscenity, indecency, harassment, or export controls, or contain or transmit any software disabling devices or internal controls including, without limitation, time bombs, worms, viruses or the like. 

1. INDEMNIFICATION 

You agree to indemnify and hold harmless editspot and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of, related to, or that may arise in connection with:  (i) your access to or use of spotlets and its services; (ii) Your Content; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (v) your acts or omissions.  You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.   

1. DISCLAIMERS

(A) YOU EXPRESSLY AGREE THAT USE OF SPOTLETS IS AT YOUR SOLE RISK.  SPOTLETS AND SPOTLETS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, EDITSPOT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY:  (1) WARRANTIES THAT SPOTLETS WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS OF SPOTLETS CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON SPOTLETS OR ACCESSED THROUGH SPOTLETS; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SPOTLETS; (6) WARRANTIES THAT YOUR USE OF SPOTLETS  WILL BE SECURE OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED. 

1. LIMITATION ON LIABILITY
1. YOU AGREE THAT EDITSPOT WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING: (A) SUSPENSION OR LOSS OF THE DOMAIN SERVICES IN YOUR NAME; (B) USE OF YOUR DOMAIN BY YOU OR OTHERS, WHETHER OR NOT AUTHORIZED BY YOU TO HAVE SUCH USE; (C) INTERRUPTION OF BUSINESS; (D) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS BY YOUR DOMAIN; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND OUR REASONABLE CONTROL; OR (G) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED.
2. UNDER NO CIRCUMSTANCES SHALL EDITSPOT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF EDITSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH SPOTLETS OR THESE TERMS OF USE.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH SPOTLETS INCLUDING, WITHOUT LIMITATION, THE SPOTLETS CONTENT IS TO STOP USING SPOTLETS.   SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH SPOTLETS OR ANY LINKS ON THE SPOTLETS.  
3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF EDITSPOT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY EDITSPOT DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100.  FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH SPOTLETS OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
4. In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.  
2. TERMINATION
1. We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your access to spotlets for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Use.  You agree that editspot shall not be liable to you or any third party for any termination or suspension of your Membership or for blocking your access to spotlets.
2. Any suspension or termination shall not affect your obligations to us under these Terms of Use.   The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, no class action, no trial by jury and all of the miscellaneous provisions in Section 17.
3. COPYRIGHT POLICY
1. We respect the intellectual property rights of others and expect users to do the same.  In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others.  Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any spotlet Website or hosted on our systems that may be infringing or the subject of infringing activity.
2. In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”).  Our Designated Agent is:

DMCA Agent c/o editspot, llc

538 Reading Rd.

Cincinnati, OH 45202

1. If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:  
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response. 

1. CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules.  Any legal proceedings against editspot that may arise out of, relate to, or be in any way connected with spotlets or these Terms of Use shall be brought exclusively in the state and federal courts of Cincinnati, Ohio and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

1. DISPUTE RESOLUTION

In the Dispute Resolution Section only, “we” and “us” are used to refer to you and editspot  together. 

(A) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in these Terms of Use. We will contact you based on the contact information you have provided us.

(B) We each agree to finally settle all disputes (as defined and subject to any specific exceptions below) only by arbitration. In arbitration, there's no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in the Terms of Use and can award the same damages and relief. The arbitrator's decision and award is final and binding, with some exceptions under the Federal Arbitration Act ("FAA"), and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:

1. "Disputes" are any claims or controversies against each other related in any way to the spotlets, spotlets Content or these Terms of Use - this includes claims you bring against our employees, agents, affiliates or other representatives, and claims editspot may bring against you.
2. If either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. We will send notice to you based on the contact information you have provided us and notice to us must be sent to: legal@editspot.com. We agree to make attempts to resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice to arbitrate, then we may submit the dispute to formal arbitration.
3. The FAA applies to this Agreement and arbitration provision. We each agree the FAA's provisions, not state law, govern all questions of whether a dispute is subject to arbitration.
4. The arbitration will be administered by the American Arbitration Association ("AAA") under its arbitration rules. If any AAA rule conflicts with these Terms of Use, these Terms of Use apply. You can obtain procedures, rules, and fee information from the AAA at 1-800-778-7879 1 or www.adr.org.
5. The Arbitration will be conducted by a single neutral arbitrator and will take place in Cincinnati, Ohio.  The federal or state law that applies to these Terms of Use will also apply during the arbitration.
6. We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the dispute must be brought in court.
7. We each are responsible for our respective costs relating to counsel, experts, and witnesses, as well as any other costs relating to the arbitration.  

(C) Either of us may bring qualifying claims in small claims court.

1. NO CLASS ACTIONS

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

1. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

1. AMENDMENT; ADDITIONAL TERMS
1. We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of spotlets or to modify these Terms of Use.  In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of spotlets generally, unique services of spotlets, or both (“Additional Terms”).  Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use.  To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.  
2. Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on spotlets or by notification by email or conventional mail.  It is your responsibility to review the Terms of Use on spotlets from time to time for any changes or Additional Terms.  Your access and use of spotlets following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same.  If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the spotlets and, if applicable, terminate your Membership.
2. MISCELLANEOUS 
1. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.
2. These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. 
3. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.  Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.  We may assign these Terms of Use or any rights hereunder without your consent and without notice.