Terms and Conditions

1.     Introduction

Spota is an online merchant-customer relationship management service that includes an incentive and rewards program, messaging, social network integrations, email, geo-location and other features (together referred to as the “Service” or the “Spota Service”. The Spota Service is made available via (i) the Spota website, www.Spota.com (the “Site”); or (ii) Spota applications ( “Spota Apps” ) that are available via an app store or app distribution platform (e.g., the Clover App Market, Apple iTunes and Google Play). The Site and Spota Apps provide information about and access to the Service and allows you to interact with us and others. While we want you to enjoy the experience of visiting our Site and using the Spota Apps, we also want you to understand the terms that are applicable to the Site and Spota Apps. If you do not agree with the Terms (as defined below), do not use the Site, the Spota Apps, the Service or any of their respective features.

“Spota Channel” is a means by which Spota App users will share their message about your business. This may include but is not limited to social media sharing (e.g. Facebook, Twitter, Instagram), email, text & other message sharing and any other methods that Spota deems acceptable as promotion for your business.

1.1. Agreement

Before you proceed with the Spota registration process and utilize any part of the Service, you must agree to these Terms of Use, our Privacy Policy and any other applicable agreements, legal notices, terms and policies on the Site or available via the Spota Apps (together referred to as “Terms” or “Terms & Conditions”), all of which are expressly incorporated herein by this reference. Your agreement to the Terms may require that you “click to agree” when that option is made available to you during the registration process. The Terms form a legally binding contract between you and Spota in relation to your use of the Site, the Spota Apps and the Services. If you are agreeing to be bound by the Terms as an individual, you represent and warrant that you are of the legal age of majority in the jurisdiction in which you reside and have the right and authority to agree to the Terms. If you are agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to the Terms and the terms “you” or “your” shall refer to such entity.

References to “we”“our”“us” or “Spota” herein refer to Spota Tech Ltd., a United Kingdom corporation, and our service providers and designees as deemed appropriate by us. References to Spota’s “Affiliates” means all present or future legal entities that are directly or indirectly owned or controlled by Spota Tech Ltd and its subsidiaries. The term “control” in the preceding sentence means the ability to direct the management of such entity and the term “owns” or “ownership” means the beneficial ownership of more than fifty percent (50%) of the equity interest in an entity.

2.    Your Use of the Site and Spota Apps

If you are a “Visitor” (which means that you simply browse the Site or download the Spota Apps), by accessing the Site and downloading the Spota Apps, you impliedly agree to use the Site and Spota Apps only in accordance with the Terms. If you register to become a “Member” (which means you must register with us for the Service), or a “Merchant” or “Spota Business” (which means you must register with us for certain subscription services and may also sign a Merchant Subscription Agreement), you may be required to formally indicate your acceptance to the Terms during the registration process, by clicking to accept the Terms when the option is made available to you. The term “User” means a Visitor, a Member or a Merchant.

2.1 Prohibited Activities

You may not use any “deep-link”,” robot”, spider or other device or process to access or acquire, copy or monitor any portion of the Site or Spota Apps. You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or network connection to the Site, or to the Services offered on or through the Site and Spota Apps by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site, Spota Apps or any network connected thereto, nor breach the security or authentication measures on the Site, Spota Apps or any network or systems connected thereto. You may not reverse look-up, trace or seek to trace any information on any other User of the Site or Spota Apps to its source, or exploit the Site or Service or information made available by or through the Site or Spota Apps, in any way where the purpose is to reveal any information, including but not limited to personal identification other than your own information. You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Spota Apps. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, any Spota App or with any other person’s use of the Site or any Spota App. You must not access or use the Site or Spota Apps or accept the Terms if you are a person who is either barred or otherwise legally prohibited from accessing or using the Site or Spota Apps.

2.2 Interruptions and Disabled Accounts

When using the Site and Spota Apps, you may occasionally experience interruptions or downtime as a result of internet issues beyond our control, technical problems or scheduled downtime. We will try to minimize these incidents but we cannot guarantee that they will not occur. In addition, if pursuant to the Terms, Spota suspends or terminates access to your account, you may be prevented from accessing the Site and your account details on the Site and Spota Apps.

3.    Your Use of the Service

3.1 Your Personal Information and Privacy

Personal Information: When you register to become a Merchant or Spota Business, you will be asked to provide your Business information including business name, website, address, telephone number, email address, business social account details and may be asked for provide additional information including your name, your mobile phone number, zip code and your email address. By using the Spota Service, we may request to use (or you may opt-in to our use of) your mobile phone number or email address, or both, to send you messages via SMS or email, including service-related announcements, notices (including any notices required by law), changes to features of the Service, special offers and push notifications. By providing any social credentials and becoming a Merchant, you agree for Spota to pull your social information from those social accounts. You may be able to control the permissions of this on those social accounts. If you are using a smartphone app (iOS or Android) we may communicate to you via the app or via SMS.

In addition, your download of the Spota App, or use of www.spota.com will allow Spota to monitor your usage and location data in order to identify, generate and show you content-targeted promotions and otherwise better improve the service.

Sharing Your Information: By registering to become a Merchant, you acknowledge that Spota will share your information and business activity with any and all registered Spota Members and/or Spota App users. The Service may allow you to share your personal information and activity with other Members and publish this information on the internet (including social media sites, such as Facebook, Twitter, Google+, etc). You will need to take specific action for this to occur. Spota disclaims any and all liability and responsibility for any consequences (including, but not limited to, unforeseen consequences) of sharing (whether intended or unintended) your personal information.

Privacy: We understand that your privacy is important. Spota has developed a Privacy Policy describing how we collect, use and disclose information. By using this Site, the Service and/or downloading the Spota App, you agree that Spota’s Privacy Policy is applicable to you. Please review the Privacy Policy at www.Spota.com/privacy-business

3.2 Eligibility

Use of the Service and its features and registration to be a Member or Merchant ( “Membership” ) is void where prohibited. By using the Service and its features, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Service and its features does not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current or incomplete, or Spota has reasonable suspicion that such information is untrue, inaccurate, not current or incomplete, or you otherwise have violated the Terms, Spota has the right to suspend or terminate your account and refuse any or all current or future use of the Site and Service, including via the Spota Apps, (or any portion thereof).

3.3 Registration and Passwords

If you register to become a Member or Merchant, you will be asked to choose a user name (or email address) and password. You are solely responsible for maintaining the confidentiality of this information. You are not permitted to allow anyone else to use your user name and password to log into the Service. You must notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account so please be vigilant in protecting its confidentiality. You agree that Spota will not be liable for any loss that you may incur as a result of someone else using your password or user name, either with or without your knowledge. However, you could be held liable for losses incurred by Spota or another due to someone else using your password or user name.

3.4 Prohibited Activities

You have a non-transferable, non-sublicensable, non-exclusive license to access the Service, to download the Spota Apps, to view information contained in the Service and to interact with the Service solely for your own personal use and not for any commercial purpose, unless you have entered into a Merchant Subscription Service Agreement with us, in which case your use of the Service is also governed by such Merchant Subscription Service Agreement. You agree not to use the Service for any unlawful purpose and you also agree not to use any Content, defined below, from our Service unless the owner has given permission or it is permitted by law. Tampering with the Service, misrepresenting the identity or age of a User, using buying agents or conducting fraudulent activities on the Service are prohibited.

In addition to the disclaimers below, we disclaim all liability and responsibility for the availability, responsiveness, reliability or security of the Service and reserve the right to suspend, modify, or discontinue the Service at any time without notice. Spota is not responsible for any promotions or loyalty programs made available from Merchants through the Service.

4.   Content

4.1 Generally

“Content” means data, text, images, photographs, graphics, audio, video, offers, products, services, and documents including, without limitation, marketing materials, press releases, white papers, product data sheets, and other information and content available on or through or submitted on or through the Site or Spota Apps.

We may, but are not obligated to, allow Members and Merchants to upload Content for display on the Site or Spota Apps ( “User Content” ). If we allow this feature, please choose carefully the information you post, provide to other Members and/or otherwise make available through the Service. Spota does not review User Content prior to posting and is not responsible for the accuracy, usefulness, safety or intellectual property rights of or related to User Content. Do not include any form of prohibited Content, as outlined below. Despite this prohibition, Content provided by other Members and Merchants (for instance, in their profile or displayed on the Service in areas in which Members and Merchants can post Content) may, in whole or in part, be unauthorized, impermissible or otherwise violate the Terms, and we assume no responsibility or liability for this material. If you become aware of misuse of the Service or its features by any person, please email info@spota.com to contact us. We reserve the right, in our sole discretion, to reject, refuse to post or remove any posting by you.

If you choose to post User Content, please be aware that your User Content and your public account profile (e.g., your name and any photo submitted through the registration process) will be available to the public. If you connect your account with a third party account or social media (such as Facebook, Google+, Twitter, etc.) your profile and activity may link to that account as well. You should therefore only post User Content you are comfortable sharing under these Terms of Use.

4.2 Proprietary Rights

We retain all rights in and to the User Content you or Spota Members post to the Site or via the Spota Apps, subject to the license herein. You hereby acknowledge that the Service may contain Content of other Members and Merchants and Content of other licensors ( “Third Party Content” ). Except as provided within the Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Third Party Content appearing on or through the Service.

By displaying, publishing and posting User Content, or otherwise submitting User Content to us (collectively, “Posting”), you hereby grant to Spota an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, transferable, sublicenseable right and license to use, modify, adapt, broadcast, communicate, delete from, add to, create derivative works of, publicly perform, publicly display, reproduce and distribute (and to sublicense the foregoing rights through multiple tiers of licensees) such User Content (including any copyright, trademark, publicity or other proprietary rights therein and thereto) in whole or in part, for any purpose, including without limitation in connection with the Site, Spota Apps and on or through the Service. From time to time, we may remove User Content permanently or temporarily.

Make sure you have the rights needed to submit or Post your Content. You are solely responsible for your Content and the consequences of posting Content. You represent and warrant that you own or have the necessary licenses, rights, consents, permissions and releases to publish the Content you post and to grant the licenses and rights set forth above. You are also responsible for any fees, royalties or other monies owing by reason of any Content you have posted.

The Service also contains Content provided by Spota, including, without limitation, text, images and logos ( “Spota Content” ). Spota Content is protected by copyright, trademark, patent, trade secret and other laws, and Spota owns and retains all rights in the Spota Content and the features and functionality of the Service. Spota hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Spota Content (excluding any software code) solely for your personal use in connection with utilizing the Service.

4.3 Unauthorized Content and Use of Service

You agree to not use the Service to:

    • a)upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, sexually explicit, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise discriminatory and objectionable, as deemed by Spota in its sole discretion.
    • b)harm or exploit children or minors in any way.
    • c)forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service.
    • d)upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships or that violates a third party’s copyrights, trade secrets, trademarks, privacy right, publicity rights, or other intellectual or proprietary rights.
    • e)upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of unauthorized solicitation including spam, surveys or chain letters.
    • f)upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Site, the Spota Apps or any computer software, hardware or telecommunications equipment.
    • g)upload, post, transmit or otherwise make available any Content that is fraudulent, false, misleading or deceptive;
    • h)interfere with or disrupt the Site, the Service or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site, the Spota Apps and the Service;
    • i)intentionally or unintentionally violate any applicable local, state, national or international law; and/or
    • j)collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in paragraphs a through i above.

Spota may reject, refuse to post or delete any Content for any or no reason, including, without limitation, Content that in the sole judgment of Spota violates the Terms, including our Privacy Policy. We assume no responsibility for monitoring the Site and the Service, including via the Spota Apps, for inappropriate Content or conduct. If at any time Spota chooses, in its sole discretion, to monitor the Site and Service, we nonetheless assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of a Member or Merchant submitting any such Content.

You are solely responsible for your use of the Site, the Spota Apps, the Service and the Content that you post on the Site or through the Service (including via the Spota Apps), as well as any material or information that you transmit to other Members and for your interactions with other Users.

5a. Your Use of the Spota App

The following terms apply to your use of the Spota Apps, including when accessed through or downloaded from any app store or app distribution platform (e.g., the Clover App Market, Apple iTunes and Google Play) any such app store or app distribution platform is referred to below as an “App Provider”.

    • The Terms are concluded between you and Spota, and not with the App Provider. We are responsible for the Spota Apps (not the App Provider).
    • The App Provider has no obligation to furnish any maintenance and support services with respect to the Spota Apps.
    • The App Provider will have no warranty obligation whatsoever with respect to the Spota Apps.
    • The App Provider, and its subsidiaries, are third party beneficiaries of the Terms only as related to your use of the Spota Apps via the app store or app distribution platform and, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce the Terms (as related to your use of the Spota Apps via the app store or app distribution platform) against you as a third party beneficiary thereof.
    • You must also comply with any applicable terms of use provided by the App Provider, when using the Spota Apps.
    • Spota may release updates to the Spota Apps from time to time that you may need to install.
    • You may not remove any watermarks, labels or other legal or proprietary notices included in the Spota Apps, and you may not attempt to modify the Spota Apps, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Spota Apps.

5b. Your Use of the Spota Service, the Spota Cost and payment

By registering to become a Spota Business, you agree that all Spota Member information is owned by Spota. All customer data gathered through the Spota Apps is owned by Spota. You also understand that Spota cannot guarantee that a Spota Member will redeem the reward that you have granted them, after they have claimed it on the Spota App. You understand you will be charged the agreed Spota Cost regardless of whether the Spota Member comes in and redeems the reward and/or offer, or not. For example, any Spota Member may Spota your business; thereby sharing a message via any Spota Channel thus claiming the reward/offer you have pre-arranged with the Service, but the Spota Member may never physically come in to redeem the reward and/or make a purchase; they are under no obligation. You understand that you will be charged the Spota Cost regardless of this fact. You will be charged the Spota Cost as soon as a Member has Spota’d you; that is shared a post status to any or all of their social networks and thus been awarded the reward automatically by the Spota App. You understand that Spota accepts no responsibility for the content/message that the Member has posted about you or your business, or that Spota guarantees it will appear for any length of time. Spota does not filter messages that users post and cannot be held liable for any negative messages that are shared from Spota Users. The Spota Users are in full control of these messages and they go to their own social networks. Spota cannot stop users deleting posts on their networks after they have received the reward from you and Spota assumes no responsibility for this and is not responsible for tracking or monitoring it as it happens within the Spota users private social network.

You understand that Spota does not guarantee which Spota Channel the Spota User will use to communicate a message about your business or how your business name and/or location is be included; the Spota App may try and have your business name in the text, as a watermark over the image, or any other method that Spota deems suitable as promotional material for your business. The rules with social networks and their API’s are always changing and Spota cannot be responsible for guaranteeing that these API’s (ability to link to the social networks) are available, or what rules Spota may have to abide by. Spota reserves the right to add or remove any Spota Channel for your business and the Service in general, at any time. For example, a Spota User may chose to send their message via Facebook OR Twitter OR email OR text message, etc. The message may be in the form of a text-based message AND/OR a photo AND/OR a video, or other media. The various Spota Channels available will likely change over time. Your Spota Cost is per Spota and may not vary depending on which channel the Spota User has chosen to send a message by.

You will need to attach valid payment details to your account and are responsible for ensure the accuracy of these. You understand that we will charge you, periodically (monthly), the debt that has built within your Spota account from people Spota’ing your business and receiving the reward(s) from you. The total amount will be recalculated daily and each day will be a total of the number of Spota’s that day multiplied by the Spota Cost – for example, 10 (ten) Spota Members have Spota’d you business that day and your Spota Cost is GBP£0.50 per Spota – your total charges for that day would be 10x£0.50 = GBP£5.00. The total amount for that day (GBP£5.00) would be added to the total amount so far that month and we will take payment from you with the details you provided, at the end of that month, unless other agreed timeframe with you. Spota will provide you with your payment time details both upon signing up AND you can review this at anytime from within your Business Dashboard, under Your Spend and by clicking to your payment details – you will see “Payment Date: DD/MM/YYYY” indicating when your new payment date is. The amount above this is your running total for that period that we will charge you. You should contact support@spota.com for any issues or queries with this. By using the Service, you agree to these payment terms.

You may leave the Spota Service at any time by contacting us at support@spota.com or closing your account within your Spota Dashboard. You will only be charged for Spota’s up until the moment you requested to leave.

Late Payment Terms

You agree to provide payment on the date that is shown within the Your Spend area of your Spota Business Dashboard. This is on a monthly basis unless otherwise agreed in writing between yourself and Spota.

If your payment method fails or you have not got your payment details saved with us by the payment date / due date, we will attempt to contact you to resolve the issue. We may try to take payment a second or third time over the next 30 working days. After 30 working days of the debt not being settled by you with Spota, we reserve the right to charge interest on this debt at the rate of 5% per month.

 

Protecting Spota Users Information

We are committed to protecting our users’ information. The Service may present you with specific Spota user information that you may find helpful. For example, information on Spota users who have Spota’d your business (has shared something about your business through the Spota app and has received the reward as agreed between your business and Spota in advance) may be presented in your Spota Feed. Spota owns all the data and all copyright to all Spota user (your customer) information that it provides to you, including but not limited to social posts, photos, Spota user names, Spota Status, and all their social information. All the information presented to you in with regard to your general customer information such as gender, location and interest breakdowns is all owned by Spota. Whilst Spota takes care to ensure accuracy of this data, Spota gives no guarantee on the accuracy of the data it provides. Spota may also provide and/or sell this information to other Spota business and any other third parties that Spota Tech Ltd. deems appropriate. Spota can also vary and/or remove all the information it provides without notice. You are not authorised to copy, print, sell or distribute any data from the Service and/or your Spota Business Dashboard in any way and you understand that by doing so, you may be in breach of the Data Protection Act 1998. All the information Spota provides may be used for viewing information only. You assume responsibility and security for the data whilst you are logged into your Spota account and viewing it; you agree to not leave the software logged in and unattended or otherwise unmonitored or unsecured by you such that an unauthorised individual or entity could view, copy or distribute that data in anyway.

Your Spota Cost

The Spota Cost for your account will be displayed to you under “Your Spend” at the top of you Business Dashboard. You are able to set a daily budget and Spota agrees that regardless of your Spota Cost, the daily amount we charge you (regardless of how often we collect payment) will not exceed the daily budget limits that you set. The Spota Cost particular to your business can be changed by us at any time and by continuing to use the Service, you agree to any changes. We will do our best to contact you using any of the official contact information you provided upon registration, and give you at least 5 business days warning of any changes to your Spota Cost.

Spota Credits can be given to you by us as a gift, or taken away at any time without notice. Spota does not guarantee that Spota Credits will mean people Spota’ing your business and thus receiving any offers from you.

Your Spota Business Profile on the Spota App

Your “Spota Business Profile” or “Profile” on the Spota App is based on a template set by Spota. You are encouraged to tweak certain parts of your Profile; your offer being the main and possibly only on. Spota reserves the right to change anything on your Profile without notice – the likely scenario here is that we may change your spelling or grammar to fit in better with the Service for Spota App Users. Spota will not alter the general aim of your offer (for example, we will not change your offer from “10% off” to “20% off” – we may change it from “10%OFFHERE” to “10% off”). You may contact support@spota.com at anytime to close your account or if you have any issues you would like to discuss with us regarding your Profile on the Spota App.

6.   Intellectual Property

6.1 Protection of Our Intellectual Property Rights

You agree that the Site, Service and the Spota Apps, including but not limited to all text, graphics, user interfaces, editorial content, and software used to implement the Site, Service and Spota Apps and the design, structure, selection, coordination, expression, “look and feel” and arrangement of such, contains proprietary information and material that is owned or licensed by Spota or its Affiliates and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except in compliance with the Terms. No portion of the Site, Service or Spota Apps may be reproduced in any form or by any means, except as expressly permitted in the Terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Site, Service or Spota Apps in any manner, and you shall not exploit the Site, Service or Spota Apps in any unauthorized way whatsoever.

Notwithstanding any other provision of the Terms, Spota reserves the right to change, suspend, remove, or disable your access to the Site, Service and Content, including via the Spota Apps, or other materials comprising a part of the Site, the Spota Apps or any part thereof at any time without notice. In no event will Spota be liable for such change, suspension, removal or disablement.

All right, title and interest (including copyrights) in and to the Site, Service and Spota Apps (including the compilation of Content, postings, links to other internet resources, and descriptions of those resources and related software) are owned by or licensed to Spota and its Affiliates, who reserve all rights in law and equity not expressly granted to you under the Terms.

The Spota name, Spota logo, Site, and other Spota trademarks, service marks, graphics, and logos used in connection with the Site, Service and Spota Apps are trademarks or registered trademarks of Spota or its Affiliates in the U.S. and/or other countries. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks other than in respect of your use of the Site, Service and Spota Apps.

6.2 Protection of Your Intellectual Property Rights

Spota respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. We reserve the right to terminate the Membership of anyone we suspect to be an infringer. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please click on the “Contact Us” link on the Service pages and follow the directions as to how to contact us.

7. Disclaimer of Warranties; Limitation of Liability

7.1

THE SITE (WHICH INCLUDES THE SERVICE, SPOTA APPS, AND CONTENT ON OR AVAILABLE THROUGH IT) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPOTA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, SPOTA MAKES NO WARRANTY THAT: (A) THE SITE, SPOTA APPS OR SERVICE WILL MEET YOUR REQUIREMENTS (B) THE SITE, SPOTA APPS OR SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, SPOTA APPS OR SERVICE WILL BE ACCURATE, TIMELY, OR RELIABLE; OR (D) THE QUALITY OF THE SITE, SPOTA APPS OR SERVICE WILL MEET YOUR EXPECTATIONS. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE, SPOTA APPS, THE SERVICE AND ANY THIRD PARTY SITE (DEFINED BELOW). SPOTA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE, SPOTA APPS OR ANY THIRD PARTY SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE, SPOTA APPS OR SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

7.2

Profiles and third party applications created and posted by Members and Merchants may contain links to other websites (“Third Party Sites” ). Spota is not responsible for the content, accuracy or opinions expressed on such Third Party Sites, and such Third Party Sites are not necessarily investigated, monitored or checked for accuracy or completeness by Spota. Inclusion of any linked Third Party Site on the Site, via the Spota App or in the Service does not imply approval or endorsement of the linked Third Party Site by Spota. When you access these Third Party Sites, you do so at your own risk. Spota takes no responsibility for third party advertisements or third party applications that are posted on the Site, the Spota apps or through the Service, nor does it take any responsibility for the goods or services provided by its advertisers or Merchants.

7.3

Spota is not responsible for the conduct, whether online or offline, of any User of the Service including, without limitation, any Content posted by any User. Furthermore, the User Content does not necessarily reflect the opinions or policies of Spota.

7.4

The Service is controlled from SPOTA’S facilities in the United Kingdom. Spota makes no representation that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so of their own volition and at their own risk and are responsible for compliance with local law.

7.5

IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR LICENSORS BE LIABLE FOR ANY DAMAGE, CLAIM OR LOSS INCURRED BY YOU, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR PERSONAL INJURY, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OFPRIVACY, LOSS OF PROFITS OR REVENUE INCURRED BY YOU OR ANY THIRD PARTY IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS ARISING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE, SERVICE OR SPOTA APPS.

7.6

IF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FOR ANY REASON HELD BY A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION TO BE VOID, UNENFORCEABLE OR INAPPLICABLE, SUCH PROVISIONS SHALL BE LIMITED OR ELIMINATED TO THE MINIUM EXTENT NECESSARY AND REPLACED WITH A VALID PROVISION THAT BEST EMBODIES THE INTENT OF THESE TERMS OF USE, PROVIDED, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SPOTA OR ITS AFFILIATES TO YOU AND ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO AND USE OF THE SITE, SERVICE OR SPOTA APPS EXCEED THE AMOUNT OF TWO HUNDRED FIFTY DOLLARS ($250.00), REGARDLESS OF THE FORM OR THEORY OF THE ACTION OR CLAIM.

8.   Waiver and Indemnification

BY USING THE SITE, SERVICE AND THE SPOTA APPS, YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD SPOTA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THESE TERMS, YOUR USE OF THE SITE, SERVICE AND THE SPOTA APPS, OR ANY ACTION TAKEN BY SPOTAS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THESE TERMS OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THESE TERMS HAS OCCURRED. YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM SPOTA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, WARN YOU, SUSPEND OR TERMINATE YOUR ACCESS TO THE SITE, SERVICE AND SPOTA APPS, OR TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF SPOTA’S CONCLUSION THAT A VIOLATION OF THESE TERMS HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THESE TERMS.

9. Amendments

We reserve the right to make changes to the Terms at any time by publishing a revised version of the Terms on the Site or via the Spota Apps. The revised version of the Terms will take effect from the time at which it is first published. You will be subject to the Terms in force at the time that you use theSite or download the Spota Apps. Your continued use of the Site and Spota Apps indicates your acceptance of such updates and changes. You are advised to check theTerms from time to time for any updates or changes that may affect you. We last modified these Terms of Use on the date stated at the beginning of these Terms of Use. If you are dissatisfied with the Service, its content or any Terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Service. The Terms are the entire agreement between you and Spota with respect to your use of the Service.

10.           Term and Termination

While we look forward to providing you with excellent service for a long period of time, you may cancel your Spota account at any time, for any reason, with no further obligation to Spota by following the instructions available from the Service, unless otherwise agreed to by you and Spota. You may also terminate your Membership at any time, for any reason, by providing written notice to us.

We reserve the right, in our sole discretion, to reject, refuse to post or remove any Content posted by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Service at any time, for any or no reason, with or without prior notice or explanation, and without liability. We expressly reserve the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Service if we determine, in our sole discretion, that you have violated the Terms, pose a threat to us, our suppliers, our Merchants and/or our Users or for any other purpose we determine in our sole discretion.

11. Applicable Law and Jurisdiction

The Terms will be construed, and their performance enforced, under the laws of the state of the United Kingdom without reference to its conflict of law principles. Regardless of where you access the Site or from where you download the Spota Apps, you agree that any dispute relating to the Terms, the Site or the Spota Apps may be litigated only in a court having jurisdiction and venue in the United Kingdom. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THE TERMS, THE SPOTA APPS AND USE OF THE SITE.

12. Third Party Rights

Except for our Affiliates and as otherwise stated herein, no persons shall be third party beneficiaries to the Terms.

13. Assignment

You may not assign or transfer any or all rights and obligation under the Terms, in whole or in part, by operation of law or otherwise, without the prior written approval of Spota. Any attempt to assign or transfer without such approval will be null. Spota shall have the right to assign, novate or otherwise transfer all or any of its rights and obligations under the Terms and you shall enter into any documents required by Spota to effectuate this.

14. Enforceability of Terms

The failure of Spota to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is unlawful, void or unenforceable, that provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.