GENERAL AGREEMENTS BETWEEN ALL USERS AND SPINACITY™
By (1) using this Site in any manner, you agree to be bound by this Agreement.
This Agreement (as supplemented by the other legal documents on the SPINACITY™ Website) sets forth the legally binding terms for your use of the SPINACITY™ Website. In consideration of your using the SPINACITY™ Website, and for other good and valuable consideration which you acknowledge is received and sufficient, you agree to be bound by this Agreement, whether you are (1) a “Visitor” -- which means that you browse or otherwise use the SPINACITY™ Website (including without limitation through a mobile device) without posting any materials to the Website; or (2) an “Artist” -- which means that you have posted Musical Material (as defined below) to the SPINACITY™ Site and have agreed that, in return for exhibiting and performing your Musical Material, SPINACITY acquires certain right-of-first-refusal rights and/or negotiating rights related to your career and may, in SPINACITY’s discretion, make your Musical Material available to DJs, Influencers and all other Users of our Website; or (3) a “DJ or Influencer” – which means that you have posted a schedule of your appearance dates and venues in which you are offering to perform the Musical Material of SPINACITY™ Artists and other DJ/Influencers Material but are otherwise free of any future contractual obligations to SPINACITY™.
You are authorized to use the SPINACITY™ Site (whether as a Visitor, an Artist, a DJ or Influencer) only if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the SPINACITY™ Website and discontinue use of the Site. If you wish to become a User of the Site (whether as a Visitor, an Artist, a DJ or Influencer), you must read this Agreement and indicate your acceptance in one or more of the ways that such acceptance is asked for on the SPINACITY™ Website. If, for any reason, actions by Clients, fraud, technical failures, or any other causes of any kind, in the sole opinion of SPINACITY™, affect the administration, security, fairness, integrity or proper conduct of the site, SPINACITY™ reserves the right, in its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, extend, modify or suspend such individual’s status as a User of our Site.
In order to participate in certain activities on the SPINACITY™ Website, you may be notified that you are required to download software or content and/or to agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to those activities on the SPINACITY™ Site, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: email@example.com; Subject: T&C Agreement.
This Agreement applies to you (hereinafter “Visitor,” “you” or “User”), and, if you are using this Website on behalf of any other party for which you are acting as an agent, it applies to you and any such party for which you are acting. The management of SPINACITY™ reserves the right to change this Agreement from time to time in its sole discretion, and your continued use of this Website in any manner thereafter will indicate your agreement with the most current version posted on the Site at the time of your use. If you do not wish to be bound by this Agreement, do not accept this Agreement, do not use this Site in any manner, do not enter this Site, and do not download or use any content from this Site.
Permitted Use of this Site
This Site is owned and operated by Spinacity LLC (dba SPINACITY™), a Florida limited liability company with its principal office in Margate, Florida, USA. All content contained on this Site in any medium (“Content”) is owned by SPINACITY™ and/or our Artist, DJ, Influencer or other providers. All such Content is protected by United States and international intellectual property laws.
As a User of our Website, you are granted a limited, personal, nontransferable, non-sub-licensable, revocable license to access and use our Site only as expressly permitted in this Agreement. Except for this limited license, we do not grant you any other rights or licenses with respect to this Site, and any rights or licenses not expressly granted herein are reserved to us and our Artists, DJs, Influencers or other providers. Unless we have granted you permission in advance and in writing, you may use the Site only for your personal, non-commercial use, and not to provide services to a third party.
You may not remove any copyright or other proprietary notices contained in any of the Content on the SPINACITY™ Website. SPINACITY™ reserves the right to revoke a User’s authorization to view, download and use the Content at any time, and you agree immediately to discontinue such use upon written notice from SPINACITY™. As between the User and SPINACITY™, all rights not specifically granted to the User under this Agreement are reserved to SPINACITY™.
You may download, display, or print one (1) copy of any portion of the Content. If you do so, you may not modify the Content in any way, and you must reproduce the SPINACITY™ trademark and/or copyright notice (or the third-party provider’s notice, as applicable) in the form:
“SPINACITY™”; “SPINACITY®” OR
“© 2019, SPINACITY™ - All Rights Reserved”
as displayed on the relevant page(s) that you copy.
Except as provided above, you, as a User of our Site, may not:
-- Copy, reproduce, upload, post, display, republish, distribute or transmit any part of the Content in any form whatsoever;
-- Use a frame or border environment around the Site, or other framing technique to enclose any portion or aspect of the Site, or mirror or replicate any portion of the Site;
-- Modify, translate into any language or computer language, or create derivative works from, any Content or any part of this Site;
-- “Reverse-engineer” any part of this Site; or
-- Sell, offer for sale, transfer, or license any portion of this Site in any form to any third party.
Unauthorized use of this Site and/or the Content may violate applicable copyright, trademark or other intellectual property or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the Content, and you must not alter, obscure or obliterate any of such notices. The use of such Content on any other website or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, except with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, and/or (d) is used to collude unlawfully against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Site.
Unless otherwise provided within this Agreement, or unless specific applicable law requires SPINACITY™ to allow you to do so, you may not do any of the following without the prior written consent of SPINACITY™:
-- Use any robot, spider, other automatic device or manual process to monitor the Content and/or the Site;
-- Use the Site other than to make legitimate inquiries or communications;
-- Use the Site to make any false or fraudulent communication;
-- Submit false or misleading information to the Site;
-- Post or transmit any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or for any other purpose that is unlawful and/or prohibited by this Agreement;
-- Use or access the Site in any way that, in the sole and absolute judgment of SPINACITY™, adversely affects the performance or functioning of the Site, or any other computer systems or networks used by SPINACITY™ or other Site users;
-- Upload or transmit to the Site, or use any device, software or routine, that contains viruses, Trojan horses, worms, time bombs, or other computer programming that may damage, interfere with or attempt to interfere with, intercept the normal operation of our Site, appropriate the Site on any system, or take any action that imposes an unreasonable load on our computer equipment or infringes upon the rights of any third party; or
-- Disguise the origin of information transmitted by you through the Site.
Without limitation, Content may not be used as a trademark or service mark, for any pornographic use, unlawful purpose or use, to defame any person, to violate any person’s right of privacy or publicity, or to infringe upon any copyright, trade-name, trademark, or service-mark of any person or entity. Unauthorized use of Content constitutes copyright infringement and shall entitle SPINACITY™ and/or the copyright owner to exercise all rights and remedies under applicable copyright law, including an injunction preventing further use and monetary damages against all users and beneficiaries of the use of such Materials. The foregoing is not a limiting statement of SPINACITY’s rights or remedies in connection with any unauthorized use.
You understand that SPINACITY™ may immediately terminate all agreements between us and may, in SPINACITY’s sole discretion, refrain from doing further business with you without notice if you fail to comply with any provision of this Agreement or with the specific terms and conditions applicable to you as a User of the Site. If your access is terminated, you agree immediately (1) to stop using this Site and any Content which you may have acquired, (2) to delete all such Content and all copies from all media in your possession or control of whatever type (whether now known or hereafter developed, invented or devised), and (3) to destroy all other copies, or at SPINACITY’s request, return all such copies to SPINACITY™. Your use of this Site and any Content shall comply with all applicable law. SPINACITY™ may restrict or remove your access to this Site at any time, or restrict or remove the use of any Content for any reason, and may (or may choose not to) replace that Content with other Content, and you agree immediately to discontinue all use of the Content upon notification from SPINACITY™.
Minors Must Have Parental Supervision
Minors (in most USA jurisdictions, persons under the age of 18) are not eligible to use this Site without the approval and supervision of a parent or legal guardian, and we ask that minors not so authorized and supervised not use this Site in any way, not submit any material of whatever kind (including but not limited to Musical Material or DJ/Influencer Material) to this Site, remain on this Site if accessed by someone else, browse within this Site or submit any personal information to us. By using this Site, you warrant that you are 18 years of age or older, or that you have received the approval of your parent/legal guardian to visit this Website.
No Expectation of Privacy
You acknowledge that transmissions made by means of this Website are not confidential, and that your communications may be read or intercepted by others. You acknowledge that by engaging in transactions with SPINACITY™, no confidential, fiduciary, contractually implied or other relationship is created between you and SPINACITY™, beyond that which is specifically established by this Agreement between you and us. Except for copyrighted Musical Material or DJ/Influencer Material, any communications or materials you transmit to SPINACITY™ through the Site, by electronic mail or otherwise, including without limitation any data, question, comment, suggestion, idea, or the like (“Communications”) will be treated as non-confidential and non-proprietary. SPINACITY™ assumes no responsibility for any Communications posted or submitted, or for the return of such Communications. We want your feedback and appreciate your ideas and suggestions, but we are unable to answer every comment individually.
All Users of the SPINACITY™ Website hereby represent and warrant to SPINACITY™ that you will not transmit by means of our Website any materials of any kind which (1) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (2) are imported and/or exported in violation of any law, rule, or regulation of any jurisdiction with regard to such imports or exports; (3) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material; (4) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You further represent and warrant to SPINACITY™ that your use of this Website will at all times comply with all applicable laws, rules, and regulations. You hereby agree to indemnify, defend and hold harmless SPINACITY™ and its officers, employees, licensors, licensees, independent contractors, providers, subsidiaries and affiliates (collectively, the “Affiliates”), from and against any and all liability and costs incurred by SPINACITY™ or said Affiliates in connection with any claim arising out of any breach by you of the foregoing representations, warranties and covenants, including, without limitation, transactional and litigation-related attorney fees and costs, at all levels of legal activity. You shall cooperate as fully as reasonably required in the defense of any claim. SPINACITY™ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such matter without the written consent of SPINACITY™.
LIMITATION OF LIABILITY
SPINACITY™ ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGE TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THIS SITE. IN NO EVENT SHALL SPINACITY™ OR ANY THIRD-PARTY PROVIDERS OR DISTRIBUTORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (i) ANY USE OF THIS SITE OR CONTENT FOUND HEREIN, (ii) ANY FAILURE OR DELAY (INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE), AND/OR (iii) THE PERFORMANCE OR NON-PERFORMANCE BY SPINACITY™ OR ANY THIRD PARTY PROVIDERS OR DISTRIBUTORS, INCLUDING BUT NOT LIMITED TO NON-PERFORMANCE RESULTING FROM BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION, EVEN IF SPINACITY™ OR SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO YOU OR TO ANY OTHER PARTY.
If, notwithstanding the foregoing, SPINACITY™ and/or any third party provider or distributor should be found liable for any loss or damage which arises out of or is in any way connected with any of the above described functions or uses of this Site or its content, the liability of SPINACITY™ and/or the third party providers and distributors shall in no event exceed, in the aggregate, the greater of (a) the subscription fee and service charge for accessing this Site, or (b) One Hundred United States Dollars (US $100.00). In its sole discretion, in addition to any other rights or remedies available to SPINACITY™, and without any liability whatsoever, SPINACITY™ at any time and without notice may terminate or restrict your access to any component of this Site. Some legal jurisdictions do not allow limitation of liability; so the foregoing limitation may not apply to you.
Subject to applicable law, use of this Site and its contents is at your sole risk. Some opportunities or services made available on this Site may be subject to conditions imposed by the providers, including but not limited to international conventions and arrangements, and state and federal government regulations. Third-party providers (including but not limited to Artists, DJs and Influencers) who furnish products or services through this Site are independent contractors, and not agents or employees of SPINACITY™.
We will use reasonable commercial efforts to keep our Site available on a 24-hour/7-day-a-week basis, subject to downtime for scheduled maintenance, unscheduled maintenance, and system outages. We cannot promise that access to the Site will be uninterrupted or available at all times. We assume no liability or responsibility for any delay, interruption, or downtime.
We make reasonable attempts to exclude viruses from the SPINACITY™ Site, but cannot ensure that the Site will at all times be free from viruses or other destructive software. You are urged to take appropriate safeguards before downloading Content from the Site. We assume no responsibility for any damages to computer equipment or other property that may result from use of the SPINACITY™ Site or downloading anything from the Site.
You may preserve this Agreement in hard-copy form by printing it for your records, and you waive any other requirement that this Agreement be evidenced by a written document.
To the extent that we may need to contact you, you agree that we may do so via any electronic means, including but not limited to communications posted on the Site, electronic mail, or instant messaging.
As a User of the SPINACITY™ Website you hereby expressly acknowledge and agree that such use and involvement is voluntarily undertaken solely at your own risk. You recognize, agree and acknowledge that activities undertaken on the SPINACITY™ Website, including but not limited to information-sharing and posting activities, are activities which inherently involve certain risks. Under no circumstances will SPINACITY™ have any liability whatsoever for any loss, damage or injury alleged and/or sustained by any User of the SPINACITY™ Website from engaging in any activity coordinated through, sponsored by, or affiliated with SPINACITY™. As a User of the SPINACITY™ Website, you hereby agree that you are solely responsible for any applicable costs, fees and expenses associated with using the SPINACITY™ Website. By using any services or functionalities provided at the SPINACITY™ Website, and in consideration of your usage of the SPINACITY™ services, you, on behalf of yourself, and your heirs, designees and assigns, hereby release, waive, discharge and agree not to sue SPINACITY™, its officers, directors, agents, representatives, employees and affiliates in their capacities as such, and agree to hold SPINACITY™ and each of such persons associated therewith harmless with respect to any and all fees or expenses (including attorney fees, both transactional and litigation-related, at all levels), and with respect to any and all allegations, losses, claims, damages, property damage, personal injuries or death to you or to any other individual, whether caused by you or the acts (including the failure to act) of any other persons, events, and/or occurrences.
User agrees that no joint venture, partnership, employment, or agency relationship exists between User and SPINACITY™ as a result of this Agreement or use of this Website. The performance of this Agreement by SPINACITY™ is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of SPINACITY’s right and obligation to comply with governmental, court and law enforcement requests or requirements relating to your use of this Website or information provided to or gathered with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including but not limited to the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision; and the remainder of this Agreement shall continue in effect.
SPINACITY™ MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, AND/OR ACCURACY OF THE INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "WHERE IS" WITHOUT ANY WARRANTIES OF ANY KIND.
SPINACITY™ HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THIS WEBSITE AND/OR ANY INFORMATION, PRODUCTS, AND SERVICES CONTAINED ON THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL SPINACITY™ BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED:
-- WITH THE USE OR PERFORMANCE OF THIS WEBSITE;
-- WITH DELAY OR INABILITY TO USE THIS WEBSITE;
-- WITH THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS WEBSITE; OR
-- WITH ANY OTHER CONSEQUENCE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SPINACITY™ HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
DUE TO THE FACT THAT CERTAIN JURISDICTIONS DO NOT PERMIT OR RECOGNIZE AN EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT NECESSARILY APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEBSITE, OR WITH ANY OF THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.
SPINACITY™ reserves the right in its sole and absolute discretion, and with no attendant liability, to deny any User’s application to become a User of this Website, to deny any User access to this Website, any interactive service herein, or any portion of this Website without notice, and the right to change the terms, conditions, and notices under which this Website is offered.
This Agreement, and the other legal notice documents contained elsewhere on this Website and/or incorporated herein by reference, constitute the entire agreement between the User and SPINACITY™ with respect to SPINACITY’s services, this Website, and any other relationship between User and SPINACITY™, and they supersede any and all prior or contemporaneous communications and proposals, whether electronic, oral or written, with respect to SPINACITY™, its services, and/or this Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters and/or data mentioned herein are not intended to represent any real individual, company, product or event. Any rights not expressly granted herein are reserved.
THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, U.S.A. USER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS SITTING IN MIAMI-DADE OR BROWARD COUNTY, FLORIDA, U.S.A. IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF THIS WEBSITE. USE OF THIS WEBSITE IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS PARAGRAPH.
The parties agree that a judge or arbitrator called upon to adjudicate any matter under or relating to this Agreement may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding (such as a class action, representative action, consolidated action or private attorney general action) unless both parties specifically agree to do so following initiation of the matter. Neither you, nor any other User of this Website, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding.
Arbitration Agreement/Limitation of Procedural Rights
You understand and agree that, by entering into this Agreement, you and SPINACITY™ are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court (“Arbitration Agreement”). In the absence of this Arbitration Agreement, you and SPINACITY™ might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided herein, you give up those rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.
In the event a dispute arises between User and SPINACITY™, SPINACITY™ and User agree to pursue neutral and cost-effective means of resolving the dispute quickly. Accordingly, User and SPINACITY™ agree that any claim or controversy at law or equity that arises out of this Agreement, the SPINACITY™ Website, or SPINACITY’s other services shall be resolved in accordance with one of the provisions herein or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, SPINACITY™ strongly encourages you to first contact SPINACITY™ directly to seek a resolution, and the parties hereby agree to use alternative forms of dispute resolution, including non-binding mediation and/or binding arbitration to be held in or as near as possible to Miami-Dade County, Florida, U.S.A.
You agree that: (i) the SPINACITY™ Website shall be deemed solely based in the state of Florida, United States of America; and (ii) the SPINACITY™ Website shall be deemed a passive website that does not give rise to personal jurisdiction over SPINACITY™, either specific or general, in jurisdictions other than Florida, United States of America. This Agreement shall be governed by the internal substantive laws of the State of Florida, without regard to its conflict of laws principles. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, with the surviving provisions being interpreted so as fully as possible to effect the original intentions of the parties to this Agreement. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and SPINACITY’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. SPINACITY™ reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement regularly for any such changes. Your use of the SPINACITY™ Website in any manner following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. YOU AND SPINACITY™ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SPINACITY™ WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
User agrees that SPINACITY™ is a trademark of Spinacity, LLC, a Florida USA limited liability company.
(a) Only the courts (state and federal) having jurisdiction within Broward or Miami-Dade Counties, Florida, USA, will have jurisdiction of any controversies regarding this Agreement and/or the SPINACITY™ Website; any action or other proceeding which involves such a controversy will be brought in those courts and not elsewhere, and the User hereby waives any objection such User may otherwise have to the jurisdiction and venue of such courts, including without limitation objections raised on the basis of forum non conveniens. Any process in any such action or proceeding may, among other methods, be served by delivering or mailing it, by registered or certified mail, directed to the address which the addressee has designated from time to time. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of Florida. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed by the parties. The parties hereto confirm that it is their wish that this Agreement as well as any other documents relating hereto, including notices, be written in the English language (Les parties aux presentes confirment leur volonte que cette le convention de meme que tous les documents y compris y tout avis qui s’y rattache soient rediges en langue anglaise). In any dispute between SPINACITY™ and you, SPINACITY™ shall be entitled to recover its reasonable attorney fees, legal expert fees, and other legal expenses from you in the event that SPINACITY™ is the prevailing litigant.
(b) This Agreement constitutes the entire agreement of the Parties hereto and supersedes all oral and written agreements and understandings made or entered into by the Parties hereto prior to the date hereof. No amendment, change or modification of this Agreement shall be valid unless it is accepted by both parties hereto, and any waiver of a failure to perform or of a breach shall not operate to waive any subsequent failure to perform or breach.
(c) The use of the singular in this Agreement shall apply to and mean the plural where appropriate. The use of the masculine or neuter pronoun in this Agreement shall apply to and mean the feminine where appropriate, and vice versa.
(d) The captions appearing at the commencement of the clauses hereof are descriptive only and for convenience in reference to this Agreement; and should there be any conflict between any such heading and the language of the clause at the head of which it appears, the language of the clause thereof, and not such heading, shall control and govern in the construction of this Agreement.
(e) You acknowledge that a violation or attempted violation of any of this Agreement will cause SPINACITY™ such damage as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that SPINACITY™ shall be entitled as a matter of right to an injunction, issued by any court of competent jurisdiction, restraining such violation or attempted violation of this Agreement by you or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by SPINACITY™ in obtaining such an injunction, including, without limitation, reasonable attorney fees at all levels of litigation. You agree that no bond or other security shall be required in connection with SPINACITY’s application for any such injunction.
(f) The Parties acknowledge that each has been advised by counsel, and/or been given the opportunity and recommendation to be advised by counsel, during the course of negotiation of this Agreement. This Agreement shall be interpreted without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted.
TO PROCESS AND COMPLETE YOUR STATUS AS A USER OF THE SPINACITY™ WEBSITE, YOU ARE REQUIRED TO AGREE TO THE TERMS OF THIS AGREEMENT BY CLICKING ON “ACCEPT” IN THE BOX BELOW. YOUR USER STATUS WILL NOT BE PROCESSED UNLESS AND UNTIL YOU HAVE INDICATED YOUR ACCEPTANCE OF THESE TERMS & CONDITIONS.
___ I ACCEPT
___ I DO NOT ACCEPT AND WILL NOT USE THIS SITE