terms & conditions
TERMS AND CONDITIONS OF SERVICE
INTRODUCTION
Welcome to SPIRITCLIPS.COM (the "SPIRIT Website" or "Site"). We have created a community where visitors and/or Members "Watch : Feel : Share." The website is owned and operated by SPIRIT EMX LLC ("SPIRIT", "we," or "us"). The following Terms and Conditions of Service ("Terms of Service") establish a legal agreement between SPIRIT and "you" (the user, visitor and/or Member of this Site). By accessing, browsing and using our Site, you accept, without limitation or qualification, these Terms of Service and all applicable laws. THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. If you do not agree to them, please DO NOT USE THIS SITE. Please note that these provisions are applicable to all users of the Site. Your continued use of our Site also demonstrates your agreement and acceptance to be bound by each of the Terms of Service. In the event that the SPIRIT Website contains links to third websites that are not owned and operated by SPIRIT, SPIRIT shall not be responsible for any content on those third party websites. You expressly relieve SPIRIT from any and all liability that arises from your use of any third party website. SPIRIT suggests that you familiarize yourself with the Privacy Policy and Terms and Terms of Use of any website you visit. If you have any questions regarding these Terms please contact us at info@spiritclips.com.
SPIRIT LICENSE
SPIRIT grants visitors, users and Members a personal, limited, revocable, non-transferable license to browse, access, view and participate in the Site. Any and all content, including films, text, graphics, multimedia or any other material that you see or read on this Site and all related code (the "Materials"), except for Submitted Materials (as defined below), is owned or being used with permission or license by SPIRIT, and may not be used in any manner other than as provided in these Terms of Service. You may not copy or download or modify any of the Materials in any manner. Any attempt to use, copy, modify, download or otherwise affect the Material in a manner inconsistent with this License will automatically terminate the License. Except as provided by these Terms of Service or "Member and User Benefits" (defined below), you further agree not to modify, reuse, re-post, or use the Materials without SPIRIT's written permission. Without limiting the forgoing, you agree not to use the Materials for any other use or purpose except as provided for herein. You further agree that you will not, and will not attempt to, copy or distribute the Materials, in whole or in part, to any other party unless specifically permitted by SPIRIT as provided for and subject to the Subscription Agreement or otherwise violate the single computer, non-commercial, non-transferable, non-exclusive, limited license, revocable at SPIRIT's discretion, granted hereunder.
REGISTRATION/USE OF THE WEBSITE
Registration. SPIRIT provides you with a variety of services and experiences depending on your level of participation and membership. You will be required to create an account in order to access services and features SPIRIT provides on the Site. When you register for the Site, you will provide certain personal confidential information to certify your name, mailing address, e-mail address, and age, and you will also be required to create a member name and password. Anyone visiting or accessing the Site unconditionally agrees to maintain the accuracy and confidentiality of any information required by us. SPIRIT has the right to suspend or terminate any registration if you provide any inaccurate, incorrect, or untrue information, or if you fail to maintain the confidentiality or privacy or your registration information. You must immediately notify us of any unauthorized access to your Personal Profile. You must further immediately notify us of any changes to the information you have previously provided to us.
You may never use another user's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify SPIRIT immediately of any breach of security or unauthorized use of your account. Although SPIRIT will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of SPIRIT or others due to such unauthorized use of your account.
Visitor: As a visitor, you will be granted a "Free Membership" to the Site and you will have limited access to certain features and services of the SPIRIT Website. Upon completion of the registration process as a Free Member, you will be able to view all introductions to the films/videos; have the option to send one e-card of a film you viewed to another via e-mail notification; create member profile page; view member profiles; submit, read, and discuss stories; create and join groups; read SPIRIT's blog; and receive SPIRIT's blog email.
Members: Full Members who have paid a subscription fee shall be granted access to the all the features of the SPIRIT Website, as well as the ability to participate in the community network, including: the ability to watch unlimited views of each film, the ability to send virtually unlimited FilmCards for the duration of their chosen membership, and the ability to submit stories and comments.
Filmcard Sending: You may not use this Site to send E-cards to mailing lists or to send unsolicited bulk or commercial messages. The use of computer programs which automate the process of sending or viewing any of the Materials is strictly prohibited. We reserve the right to limit, in our sole discretion and without prior notice to you, the number of cards or messages that you may send using the Site and/or the number of recipients to which you send such cards or messages. Furthermore, a member may only send 100 Filmcards during one physical compose and send session under the constraints expressly set forth above.
Renewal of Membership Subscription: All membership subscriptions to SPIRITCLIPS.COM will renew automatically to preserve continuity of service, unless you inform SPIRIT prior to the end of your current membership subscription period that you want to cancel your membership subscription or SPIRIT decides to cancel your membership subscription in its sole discretion.
If the Member would like to renew his or her membership subscription, then the Member does not have to take any action since the Member’s credit card will be automatically charged for another membership subscription equal to the same term as originally selected.
In the event that the Member would like to cancel his or her membership subscription, then the Member should follow the instructions in the CANCELLATION section set forth below.
Cancellation: If you would like to cancel your membership subscription and not be charged for renewal, you must cancel before the end of your current membership subscription period, or your membership subscription will be renewed for the same term you initially selected at SPIRIT’s current membership subscription prices.
To cancel, visit "My Account," uncheck the box that says "renew my membership automatically," and click "save changes."
Refunds: There will be no refunds full or partial.
GENERAL CONDITIONS FOR USE
You agree to accept and follow all applicable local, state, federal and international laws, rules and regulations, and to be solely responsible for all content, material, acts or omissions that occur by or through your account whether or not made by you. You further agree and understand NOT to participate in any of the following actions, and violation of this policy will subject your account to termination (without refund): defame, harass, libel, threaten, ridicule, embarrass, humiliate; threaten, or publish or allow to be published any content or material that may be abusive, threatening, obscene, defamatory or libelous; publish and/or write material, content or information that you know is false or misleading; promotes any illegal activity or contact others without their permission ("spam" or other means); publish or allow to be published personal contact information or account numbers; publish or allow to be published any sexually suggestive imagery or content or provide links to any adult website; solicit information from anyone under eighteen (18) years old; promote or allow any other unfair, misleading or deceptive information or materials; promote or allow any information, content or materials that further any criminal activity or enterprise; promote or provide information, material or content that relates to illegal activities including, but not limited to making or buying illegal weapons; provide, publish, promote or allow to be published anything that violates another's privacy; provide or create computer viruses; and transmit or allow to be transmitted any so-called "junk mail," "chain letters," mass mailing, instant messaging, "spimming," or "spamming" and the like.
CONTENT/INTELLECTUAL PROPERTY RIGHTS
SPIRIT CONTENT
The content on the SPIRIT Website, except all Member Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to SPIRIT, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. SPIRIT reserves all rights not expressly granted in and to the SPIRIT Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of Member Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the SPIRIT Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the SPIRIT Website or the Content therein.
MEMBER SUBMISSIONS
The SPIRIT Website may now or in the future permit the submission of videos or other communications submitted by you and other users ("Member Submissions") and the viewing, hosting, sharing, and/or publishing of such Member Submissions. You understand that whether or not such Member Submissions are published, SPIRIT does not guarantee any confidentiality with respect to any submissions.
Members, and/or anyone with authorized or unauthorized access to Member Profiles and/or account information, agree to be completely and wholly responsible for your own Member Submissions and any results or consequences that may arise out of such submissions. Members further agree, affirm, warrant, and represent that (i) you own or have the requisite licenses, rights, consents, and permissions to use and authorize SPIRIT to use any and all intellectual property rights, including, but not limited to patent, trademark, trade secret, copyright or other proprietary rights, in and to any and all Member Submissions and to allow SPIRIT the right to publish and use the Member Submissions in any manner contemplated by the Site and these Terms of Service; and (ii) you warrant and represent you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name, likeness, or voice ("publicity rights") of each and every such person to publish, exhibit, publish and use the Member Submissions consistent with any and all laws, statutes and/or regulations, as well as these Terms of Service. For avoidance of doubt, although you retain all of your ownership rights in your Member Submissions, by submitting the Member Submissions to SPIRIT, you hereby grant SPIRIT a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform, publish and share the Member Submissions in connection with the SPIRIT Website and SPIRIT's (and its successors) business, including without limitation for promoting and redistributing part or all of the SPIRIT Website (and derivative works thereof) in any media formats and through any media channels, throughout the world in perpetuity, until such time you revoke said license in writing to SPIRIT.
You further grant each user and/or Member of the SPIRIT Website a non-exclusive license to access your Member Submissions through the Website, if possible, and to use, reproduce, distribute, prepare derivative works of, display and perform such Member Submissions as permitted through the functionality of the SPIRIT Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the SPIRIT Website.
You further agree that you will not: (i) upload, provide, publish or submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to upload, provide, publish or submit the material and to grant and convey to SPIRIT all of the license rights granted herein; (ii) submit, write or otherwise publish defamatory statements, including, but not limited to falsehoods or misrepresentations that may not rise to the legal definition of libel/defamation, that could damage, injure or offend SPIRIT or any third party; (iii) ) upload, provide, publish or submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person, regardless of intent or purpose.
SPIRIT does not endorse, ratify or agree with any User Submission or any statement, opinion, recommendation, or advice, related to any content whatsoever expressed by any Member, user and person, whether authorized and/or unauthorized access to the SPIRIT Website or its Members or users, and SPIRIT expressly disclaims any and all liability in connection with Member Submissions. However, SPIRIT will endeavor to adhere to the vision of the Website and as such welcomes users, visitors and/or Members to notify SPIRIT of any alleged violation of these Terms of Service. However, any such notification must be made in good faith and in keeping with these Terms of Service.
COPYRIGHT INFRINGMENT/DIGITAL MILLENNIUM COPYRIGHT ACT
The Digital Millennium Copyright Act of 1998 ("DCMA") provides recourse for copyright holders who believe that content that appears on the Internet infringes their rights under U.S. Copyright Law. U.S. Copyright law, and the DCMA provide substantial penalties for infringement of registered or unregistered copyright works. SPIRIT takes copyright infringement seriously and does not nor will not allow any copyright infringing material or activities, and infringement of intellectual property rights on its Site. SPIRIT will remove all Content and Member Submissions if properly notified that such Content or Member Submission infringes on another's intellectual property rights. SPIRIT reserves the right to remove Content and Member Submissions without prior notice to the Member. SPIRIT will also terminate a User's access to its Website, if they are determined to be a "repeat infringer." A repeat infringer is a user or Member who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. SPIRIT also reserves the right to decide whether Content or a Member Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, excessive length, municipal, local, state and/or federal law, or any other violation at SPIRIT's sole discretion. SPIRIT may remove such Member Submissions and/or terminate a Member and/or user's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
If you have a good faith belief that any content or materials exhibited, displayed, published and/or uploaded on the SPIRIT Website infringe(s) your copyright, you should send SPIRIT a notice requesting that the allegedly infringing content or material be removed or blocked. Please send any such notices to Lorne Mattner at 1990 South Bundy Dr. Suite 620, Los Angeles, CA 90025. The notice must include the following information: (a) authorization to remove or block access by a physical or electronic signature of a person who may act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow SPIRIT to locate the material on the SPIRIT Website; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has 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; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send SPIRIT a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to this Site should be sent to Lorne Mattner at 1990 South Bundy Dr. Suite 620, Los Angeles, CA 90025. SPIRIT suggests that you consult an attorney prior to filing a notice or counter-notice, as there can be penalties for false claims under the DMCA.
SECURITY
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the SPIRIT Website in a manner that sends more request messages to the SPIRIT servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, SPIRIT grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. SPIRIT reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their Member Submissions.
You understand and agree that when accessing or browsing, or otherwise using the Site, you may be exposed to Member Submissions and/or information from a variety of sources, and that SPIRIT is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Member Submissions or other content. You further understand and agree that you may be exposed to Member Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SPIRIT related to any such content, and agree to indemnify and hold, without limitation, SPIRIT, its managers, operators, owners, affiliates, parent companies and/or subsidiaries, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
You may obtain or otherwise be provided "links" to third party websites either from SPIRIT or other visitor, users or Members, which may permit you to access materials or information from those external sources. You agree to indemnify, hold harmless and understand that such information and/or content is not controlled, owned or operated by SPIRIT. Additionally, you may need to download third party software in order for you to view films or otherwise access the content and/or features of the Website. You agree and understand that such third-party software or applications is provided AS IS and SPIRIT is not responsible for such
WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SPIRIT WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SPIRIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SPIRIT WEBSITE AND YOUR USE THEREOF. SPIRIT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SPIRIT WEBSITE. SPIRIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SPIRIT WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SPIRIT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SPIRIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SPIRIT WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SPIRIT SHALL NOT BE LIABLE FOR MEMBER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The SPIRIT Website is controlled and offered by SPIRIT from its vendors' and/or Spirit's facilities in the United States of America. SPIRIT makes no representations that the SPIRIT Website is appropriate or available for use in other locations, whether international or otherwise. Those who access or use the SPIRIT Website from other jurisdictions do so of their own volition and are responsible for compliance with all local laws, statutes and regulations.
INDEMNITY
You agree to defend, indemnify and hold harmless SPIRIT, its parent entities, subsidiaries, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the SPIRIT Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Member Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the SPIRIT Website.
AFFIRMATION OF TERMS OF SERVICE
You affirm that you are either over eighteen (18) years old or that you are an emancipated minor, and, as an adult or emancipated minor, you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If you are under eighteen (18) years old, then you affirm that you possess express permission from a parent or legal guardian to visit, use, register or log into this SPIRIT Website. In any case, you affirm that you are over thirteen (13) years old and you acknowledge that the SPIRIT Website is not intended for children under thirteen (13) years old. If you are under thirteen (13) years old, then you must speak to a parent or legal guardian and get their express permission to visit, use, register or log into this SPIRIT Website, or any other website.
As a parent and/or guardian, you agree to take such steps as are appropriate to ensure such compliance with these Terms of Service, any and all applicable laws, regulations or statutes, and will indemnify and hold SPIRIT EMX LLC and its affiliates, Board of Directors and distribution and syndication partners, assigns and/or parent or subsidiaries, harmless from any breach of these Terms of Service. You further agree and warrant that any child, minor and/or ward to whom you have granted express permission to access this site, will not disaffirm or disavow this consent and permission on the ground that the visitor was a minor and/or lacked contractual capacity on any and every date of access and/or visitation to the SPIRIT Website. You further agree that any e-commerce or other transaction whatsoever associated with that minor or other person's use of any of the services of the SPIRIT Website has been duly authorized by you.
ASSIGNMENT
You may not transfer or otherwise assign these Terms of Service, and any rights and/or licenses granted hereunder. SPIRIT may freely and in its sole discretion assign these Terms of Service, and any rights and/or licenses granted hereunder.
MISCELLANEOUS
You agree that: (i) the SPIRIT Website shall be deemed solely based in California; and (ii) the SPIRIT Website shall be deemed a passive website that does not give rise to personal jurisdiction over SPIRIT, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the laws of the State of California, irrespective of conflict of laws principles. Any claim or dispute between you and SPIRIT that arises in whole or in part from the SPIRIT Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California. These Terms of Service, together with the Privacy Notice provided on the SPIRIT Website, and any other legal notices published by SPIRIT on the Site, shall constitute the entire agreement between you and SPIRIT concerning the SPIRIT Website.
If any provision, term, right or license of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision, term, right or license shall not affect the validity of the remaining provisions, terms, rights or licenses of these Terms of Service. Such unaffected provisions, terms, rights and licenses will remain in full force and effect. No waiver of any aspect of these Terms of Service shall be considered a further or continuing waiver of such term or any other term, and SPIRIT's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. SPIRIT reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service periodically for any changes. Your use of the SPIRIT Website following any amendment of these Terms of Service will signify your assent to and acceptance of the revised terms. YOU AND SPIRIT AGREE THAT ANY ALLEGED CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, AND MAY NOT BE REVIVED WHATSOEVER.
INTRODUCTION
Welcome to SPIRITCLIPS.COM (the "SPIRIT Website" or "Site"). We have created a community where visitors and/or Members "Watch : Feel : Share." The website is owned and operated by SPIRIT EMX LLC ("SPIRIT", "we," or "us"). The following Terms and Conditions of Service ("Terms of Service") establish a legal agreement between SPIRIT and "you" (the user, visitor and/or Member of this Site). By accessing, browsing and using our Site, you accept, without limitation or qualification, these Terms of Service and all applicable laws. THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. If you do not agree to them, please DO NOT USE THIS SITE. Please note that these provisions are applicable to all users of the Site. Your continued use of our Site also demonstrates your agreement and acceptance to be bound by each of the Terms of Service. In the event that the SPIRIT Website contains links to third websites that are not owned and operated by SPIRIT, SPIRIT shall not be responsible for any content on those third party websites. You expressly relieve SPIRIT from any and all liability that arises from your use of any third party website. SPIRIT suggests that you familiarize yourself with the Privacy Policy and Terms and Terms of Use of any website you visit. If you have any questions regarding these Terms please contact us at info@spiritclips.com.
SPIRIT LICENSE
SPIRIT grants visitors, users and Members a personal, limited, revocable, non-transferable license to browse, access, view and participate in the Site. Any and all content, including films, text, graphics, multimedia or any other material that you see or read on this Site and all related code (the "Materials"), except for Submitted Materials (as defined below), is owned or being used with permission or license by SPIRIT, and may not be used in any manner other than as provided in these Terms of Service. You may not copy or download or modify any of the Materials in any manner. Any attempt to use, copy, modify, download or otherwise affect the Material in a manner inconsistent with this License will automatically terminate the License. Except as provided by these Terms of Service or "Member and User Benefits" (defined below), you further agree not to modify, reuse, re-post, or use the Materials without SPIRIT's written permission. Without limiting the forgoing, you agree not to use the Materials for any other use or purpose except as provided for herein. You further agree that you will not, and will not attempt to, copy or distribute the Materials, in whole or in part, to any other party unless specifically permitted by SPIRIT as provided for and subject to the Subscription Agreement or otherwise violate the single computer, non-commercial, non-transferable, non-exclusive, limited license, revocable at SPIRIT's discretion, granted hereunder.
REGISTRATION/USE OF THE WEBSITE
Registration. SPIRIT provides you with a variety of services and experiences depending on your level of participation and membership. You will be required to create an account in order to access services and features SPIRIT provides on the Site. When you register for the Site, you will provide certain personal confidential information to certify your name, mailing address, e-mail address, and age, and you will also be required to create a member name and password. Anyone visiting or accessing the Site unconditionally agrees to maintain the accuracy and confidentiality of any information required by us. SPIRIT has the right to suspend or terminate any registration if you provide any inaccurate, incorrect, or untrue information, or if you fail to maintain the confidentiality or privacy or your registration information. You must immediately notify us of any unauthorized access to your Personal Profile. You must further immediately notify us of any changes to the information you have previously provided to us.
You may never use another user's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify SPIRIT immediately of any breach of security or unauthorized use of your account. Although SPIRIT will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of SPIRIT or others due to such unauthorized use of your account.
Visitor: As a visitor, you will be granted a "Free Membership" to the Site and you will have limited access to certain features and services of the SPIRIT Website. Upon completion of the registration process as a Free Member, you will be able to view all introductions to the films/videos; have the option to send one e-card of a film you viewed to another via e-mail notification; create member profile page; view member profiles; submit, read, and discuss stories; create and join groups; read SPIRIT's blog; and receive SPIRIT's blog email.
Members: Full Members who have paid a subscription fee shall be granted access to the all the features of the SPIRIT Website, as well as the ability to participate in the community network, including: the ability to watch unlimited views of each film, the ability to send virtually unlimited FilmCards for the duration of their chosen membership, and the ability to submit stories and comments.
Filmcard Sending: You may not use this Site to send E-cards to mailing lists or to send unsolicited bulk or commercial messages. The use of computer programs which automate the process of sending or viewing any of the Materials is strictly prohibited. We reserve the right to limit, in our sole discretion and without prior notice to you, the number of cards or messages that you may send using the Site and/or the number of recipients to which you send such cards or messages. Furthermore, a member may only send 100 Filmcards during one physical compose and send session under the constraints expressly set forth above.
Renewal of Membership Subscription: All membership subscriptions to SPIRITCLIPS.COM will renew automatically to preserve continuity of service, unless you inform SPIRIT prior to the end of your current membership subscription period that you want to cancel your membership subscription or SPIRIT decides to cancel your membership subscription in its sole discretion.
If the Member would like to renew his or her membership subscription, then the Member does not have to take any action since the Member’s credit card will be automatically charged for another membership subscription equal to the same term as originally selected.
In the event that the Member would like to cancel his or her membership subscription, then the Member should follow the instructions in the CANCELLATION section set forth below.
Cancellation: If you would like to cancel your membership subscription and not be charged for renewal, you must cancel before the end of your current membership subscription period, or your membership subscription will be renewed for the same term you initially selected at SPIRIT’s current membership subscription prices.
To cancel, visit "My Account," uncheck the box that says "renew my membership automatically," and click "save changes."
Refunds: There will be no refunds full or partial.
GENERAL CONDITIONS FOR USE
You agree to accept and follow all applicable local, state, federal and international laws, rules and regulations, and to be solely responsible for all content, material, acts or omissions that occur by or through your account whether or not made by you. You further agree and understand NOT to participate in any of the following actions, and violation of this policy will subject your account to termination (without refund): defame, harass, libel, threaten, ridicule, embarrass, humiliate; threaten, or publish or allow to be published any content or material that may be abusive, threatening, obscene, defamatory or libelous; publish and/or write material, content or information that you know is false or misleading; promotes any illegal activity or contact others without their permission ("spam" or other means); publish or allow to be published personal contact information or account numbers; publish or allow to be published any sexually suggestive imagery or content or provide links to any adult website; solicit information from anyone under eighteen (18) years old; promote or allow any other unfair, misleading or deceptive information or materials; promote or allow any information, content or materials that further any criminal activity or enterprise; promote or provide information, material or content that relates to illegal activities including, but not limited to making or buying illegal weapons; provide, publish, promote or allow to be published anything that violates another's privacy; provide or create computer viruses; and transmit or allow to be transmitted any so-called "junk mail," "chain letters," mass mailing, instant messaging, "spimming," or "spamming" and the like.
CONTENT/INTELLECTUAL PROPERTY RIGHTS
SPIRIT CONTENT
The content on the SPIRIT Website, except all Member Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to SPIRIT, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. SPIRIT reserves all rights not expressly granted in and to the SPIRIT Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of Member Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the SPIRIT Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the SPIRIT Website or the Content therein.
MEMBER SUBMISSIONS
The SPIRIT Website may now or in the future permit the submission of videos or other communications submitted by you and other users ("Member Submissions") and the viewing, hosting, sharing, and/or publishing of such Member Submissions. You understand that whether or not such Member Submissions are published, SPIRIT does not guarantee any confidentiality with respect to any submissions.
Members, and/or anyone with authorized or unauthorized access to Member Profiles and/or account information, agree to be completely and wholly responsible for your own Member Submissions and any results or consequences that may arise out of such submissions. Members further agree, affirm, warrant, and represent that (i) you own or have the requisite licenses, rights, consents, and permissions to use and authorize SPIRIT to use any and all intellectual property rights, including, but not limited to patent, trademark, trade secret, copyright or other proprietary rights, in and to any and all Member Submissions and to allow SPIRIT the right to publish and use the Member Submissions in any manner contemplated by the Site and these Terms of Service; and (ii) you warrant and represent you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name, likeness, or voice ("publicity rights") of each and every such person to publish, exhibit, publish and use the Member Submissions consistent with any and all laws, statutes and/or regulations, as well as these Terms of Service. For avoidance of doubt, although you retain all of your ownership rights in your Member Submissions, by submitting the Member Submissions to SPIRIT, you hereby grant SPIRIT a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform, publish and share the Member Submissions in connection with the SPIRIT Website and SPIRIT's (and its successors) business, including without limitation for promoting and redistributing part or all of the SPIRIT Website (and derivative works thereof) in any media formats and through any media channels, throughout the world in perpetuity, until such time you revoke said license in writing to SPIRIT.
You further grant each user and/or Member of the SPIRIT Website a non-exclusive license to access your Member Submissions through the Website, if possible, and to use, reproduce, distribute, prepare derivative works of, display and perform such Member Submissions as permitted through the functionality of the SPIRIT Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the SPIRIT Website.
You further agree that you will not: (i) upload, provide, publish or submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to upload, provide, publish or submit the material and to grant and convey to SPIRIT all of the license rights granted herein; (ii) submit, write or otherwise publish defamatory statements, including, but not limited to falsehoods or misrepresentations that may not rise to the legal definition of libel/defamation, that could damage, injure or offend SPIRIT or any third party; (iii) ) upload, provide, publish or submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person, regardless of intent or purpose.
SPIRIT does not endorse, ratify or agree with any User Submission or any statement, opinion, recommendation, or advice, related to any content whatsoever expressed by any Member, user and person, whether authorized and/or unauthorized access to the SPIRIT Website or its Members or users, and SPIRIT expressly disclaims any and all liability in connection with Member Submissions. However, SPIRIT will endeavor to adhere to the vision of the Website and as such welcomes users, visitors and/or Members to notify SPIRIT of any alleged violation of these Terms of Service. However, any such notification must be made in good faith and in keeping with these Terms of Service.
COPYRIGHT INFRINGMENT/DIGITAL MILLENNIUM COPYRIGHT ACT
The Digital Millennium Copyright Act of 1998 ("DCMA") provides recourse for copyright holders who believe that content that appears on the Internet infringes their rights under U.S. Copyright Law. U.S. Copyright law, and the DCMA provide substantial penalties for infringement of registered or unregistered copyright works. SPIRIT takes copyright infringement seriously and does not nor will not allow any copyright infringing material or activities, and infringement of intellectual property rights on its Site. SPIRIT will remove all Content and Member Submissions if properly notified that such Content or Member Submission infringes on another's intellectual property rights. SPIRIT reserves the right to remove Content and Member Submissions without prior notice to the Member. SPIRIT will also terminate a User's access to its Website, if they are determined to be a "repeat infringer." A repeat infringer is a user or Member who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. SPIRIT also reserves the right to decide whether Content or a Member Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, excessive length, municipal, local, state and/or federal law, or any other violation at SPIRIT's sole discretion. SPIRIT may remove such Member Submissions and/or terminate a Member and/or user's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
If you have a good faith belief that any content or materials exhibited, displayed, published and/or uploaded on the SPIRIT Website infringe(s) your copyright, you should send SPIRIT a notice requesting that the allegedly infringing content or material be removed or blocked. Please send any such notices to Lorne Mattner at 1990 South Bundy Dr. Suite 620, Los Angeles, CA 90025. The notice must include the following information: (a) authorization to remove or block access by a physical or electronic signature of a person who may act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow SPIRIT to locate the material on the SPIRIT Website; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has 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; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send SPIRIT a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notices and counter-notices with respect to this Site should be sent to Lorne Mattner at 1990 South Bundy Dr. Suite 620, Los Angeles, CA 90025. SPIRIT suggests that you consult an attorney prior to filing a notice or counter-notice, as there can be penalties for false claims under the DMCA.
SECURITY
You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the SPIRIT Website in a manner that sends more request messages to the SPIRIT servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, SPIRIT grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. SPIRIT reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Site, nor to use the communication systems provided by the Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their Member Submissions.
You understand and agree that when accessing or browsing, or otherwise using the Site, you may be exposed to Member Submissions and/or information from a variety of sources, and that SPIRIT is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Member Submissions or other content. You further understand and agree that you may be exposed to Member Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SPIRIT related to any such content, and agree to indemnify and hold, without limitation, SPIRIT, its managers, operators, owners, affiliates, parent companies and/or subsidiaries, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
You may obtain or otherwise be provided "links" to third party websites either from SPIRIT or other visitor, users or Members, which may permit you to access materials or information from those external sources. You agree to indemnify, hold harmless and understand that such information and/or content is not controlled, owned or operated by SPIRIT. Additionally, you may need to download third party software in order for you to view films or otherwise access the content and/or features of the Website. You agree and understand that such third-party software or applications is provided AS IS and SPIRIT is not responsible for such
WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SPIRIT WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SPIRIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SPIRIT WEBSITE AND YOUR USE THEREOF. SPIRIT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SPIRIT WEBSITE. SPIRIT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SPIRIT WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SPIRIT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL SPIRIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SPIRIT WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SPIRIT SHALL NOT BE LIABLE FOR MEMBER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The SPIRIT Website is controlled and offered by SPIRIT from its vendors' and/or Spirit's facilities in the United States of America. SPIRIT makes no representations that the SPIRIT Website is appropriate or available for use in other locations, whether international or otherwise. Those who access or use the SPIRIT Website from other jurisdictions do so of their own volition and are responsible for compliance with all local laws, statutes and regulations.
INDEMNITY
You agree to defend, indemnify and hold harmless SPIRIT, its parent entities, subsidiaries, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the SPIRIT Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Member Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the SPIRIT Website.
AFFIRMATION OF TERMS OF SERVICE
You affirm that you are either over eighteen (18) years old or that you are an emancipated minor, and, as an adult or emancipated minor, you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If you are under eighteen (18) years old, then you affirm that you possess express permission from a parent or legal guardian to visit, use, register or log into this SPIRIT Website. In any case, you affirm that you are over thirteen (13) years old and you acknowledge that the SPIRIT Website is not intended for children under thirteen (13) years old. If you are under thirteen (13) years old, then you must speak to a parent or legal guardian and get their express permission to visit, use, register or log into this SPIRIT Website, or any other website.
As a parent and/or guardian, you agree to take such steps as are appropriate to ensure such compliance with these Terms of Service, any and all applicable laws, regulations or statutes, and will indemnify and hold SPIRIT EMX LLC and its affiliates, Board of Directors and distribution and syndication partners, assigns and/or parent or subsidiaries, harmless from any breach of these Terms of Service. You further agree and warrant that any child, minor and/or ward to whom you have granted express permission to access this site, will not disaffirm or disavow this consent and permission on the ground that the visitor was a minor and/or lacked contractual capacity on any and every date of access and/or visitation to the SPIRIT Website. You further agree that any e-commerce or other transaction whatsoever associated with that minor or other person's use of any of the services of the SPIRIT Website has been duly authorized by you.
ASSIGNMENT
You may not transfer or otherwise assign these Terms of Service, and any rights and/or licenses granted hereunder. SPIRIT may freely and in its sole discretion assign these Terms of Service, and any rights and/or licenses granted hereunder.
MISCELLANEOUS
You agree that: (i) the SPIRIT Website shall be deemed solely based in California; and (ii) the SPIRIT Website shall be deemed a passive website that does not give rise to personal jurisdiction over SPIRIT, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the laws of the State of California, irrespective of conflict of laws principles. Any claim or dispute between you and SPIRIT that arises in whole or in part from the SPIRIT Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California. These Terms of Service, together with the Privacy Notice provided on the SPIRIT Website, and any other legal notices published by SPIRIT on the Site, shall constitute the entire agreement between you and SPIRIT concerning the SPIRIT Website.
If any provision, term, right or license of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision, term, right or license shall not affect the validity of the remaining provisions, terms, rights or licenses of these Terms of Service. Such unaffected provisions, terms, rights and licenses will remain in full force and effect. No waiver of any aspect of these Terms of Service shall be considered a further or continuing waiver of such term or any other term, and SPIRIT's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. SPIRIT reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service periodically for any changes. Your use of the SPIRIT Website following any amendment of these Terms of Service will signify your assent to and acceptance of the revised terms. YOU AND SPIRIT AGREE THAT ANY ALLEGED CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, AND MAY NOT BE REVIVED WHATSOEVER.
