SPOTIO Terms of Service
Updated: July 31, 2023
Please read these Terms of Service (these “Terms”) carefully before continuing registration or using the Services (as defined below). By clicking the “accept” button or by using the Services, you accept and agree to follow and be bound by these Terms. If you do not accept these Terms, do not use the Services. SPOTIO (as defined below) may modify all or any part of these Terms from time to time without notice to you, and you should check back often so you are aware of your current rights and responsibilities. Your continued use of the Services after changes to these Terms have been published constitutes your binding acceptance of the updated Terms. If at any time these Terms are no longer acceptable to you, you should immediately cease all use of the Services.
The terms “SPOTIO,” “we,” “our” and “us” refer to SPOTIO, Inc., a Delaware corporation, whose registered office is 14114 Dallas Parkway, Suite 640, Dallas, Texas 75254, including all its subsidiaries and affiliates.
The terms “Customer,” “you” and “your” refer to the user of the Services, including Authorized Users (as defined below).
In order to use the Services, you must be at least 18 years of age. You represent that you are at least 18 years old. If you are not at least 18 years of age, please do not access or use the Services.
The SPOTIO system provides a means to track and manage sales territories and the sales process, as well as the ability to make available to Authorized Users certain content, including but not limited to documents, files, snippets, URLs and links to other websites and content, comments, and other posts as set forth in an Order (as defined below) (collectively, the “Services”). “Authorized Users” means those persons who are employees or agents of Customer or are otherwise acting at Customer’s direction, who are permitted by Customer to use the Services in accordance with these Terms.
The use of the Services is subject to the following Terms:
The content of the pages of these Terms is for your general information and internal use only. Your use of any information or materials included in these Terms is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any Services or information available through these Terms meet your specific requirements. Unauthorized use of the Services may give rise to a claim for damages and/or be a criminal offense.
2. PRIVACY; ACCEPTABLE USE POLICY
You agree to use the Services in strict compliance with the terms of SPOTIO Acceptable Use & Anti-Spam Policy (the “Acceptable Use Policy”) contained at https:/spotio.com/acceptable-use-and-anti-spam-policy/
3. LICENSE GRANT; RESTRICTIONS
Subject to these Terms and the terms set forth on any mutually-executed proposal related to the purchase of any particular Services through our site (each, an “Order”), SPOTIO hereby grants Customer for the term of the applicable Order a limited, non-exclusive, subscription-based, non-transferable, non-sublicensable license to (i) access and use the Services in accordance with help files, instruction manuals or other related materials set forth on our site regarding the applicable Services; and (ii) view, upload, download and copy the data, information, materials, databases and the content resulting from Customer’s use of the Services (the “Resultant Data”), in each case for Customer’s internal business purposes only. Customer will not (a) allow the use of the Services by anyone other than Customer or its Authorized Users; (b) use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or the Resultant Data; (c) decompile, disassemble, benchmark, perform performance, feature, or function analysis, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, or file formats of the software accessed via the Services, except as expressly permitted herein; or (d) remove any proprietary notices or labels on the Services. No licenses or rights are granted to Customer by implication or otherwise under any intellectual property rights owned or controlled by SPOTIO or its licensors, except for the licenses and rights expressly granted herein. All rights not expressly granted herein by SPOTIO to Customer are reserved by SPOTIO.
4. OWNERSHIP; LICENSED CONTENT
Customer will remain the owner of, and SPOTIO does not claim ownership rights in any of, Customer’s data, text, information about Customer or its work, materials, usernames, graphics, images, photographs, profiles, audio, video, items, and links (collectively, the “Licensed Content”). Customer acknowledges and agrees that SPOTIO, its licensors and third-party data providers, as applicable, retain all ownership and rights, title and interest in and to the intellectual property and proprietary rights in or related to the Services and the Resultant Data (excluding the Licensed Content).
Customer hereby grants to SPOTIO for the term of the applicable Order a non-exclusive, worldwide, royalty-free, sublicensable (through multiple tiers) right to use, copy, modify and distribute the Licensed Content, in any media now known or hereafter known, to the extent necessary for SPOTIO to provide the Services. The data collected and analyzed by SPOTIO may be used for SPOTIO’s general business purposes, including to enhance and improve the Services and for other development, diagnostic and corrective purposes in connection with the Services, research and general marketing, and other company offerings, and SPOTIO may disclose such data solely in aggregated or other anonymized form in connection with its business. Customer agrees that SPOTIO may store, translate and re-format the Licensed Content on the Services and display the Licensed Content on the Services as required to provide the Services.
Customer represents and warrants to SPOTIO that the Licensed Content is the original work of Customer or Customer has adequate rights to display, upload, share and license the Licensed Content as set forth herein.
5. DELIVERY OF THE SERVICES
SPOTIO shall make the Services available to Customer as set forth in the applicable Order.
If Customer receives the Services hereunder, Customer may contact SPOTIO for technical support Monday through Friday from 8:00 AM to 7:00 PM CST, and on Saturday from 10:00 AM to 2:00 PM CST, in each case by emailing [email protected] or through SPOTIO’s chat feature on the SPOTIO mobile or desktop application. Customer acknowledges and agrees that SPOTIO may change the foregoing technical support hours in SPOTIO’s sole and absolute discretion without notice to Customer and that SPOTIO makes no representation, warranty or covenant as to the timing of its response to such technical support inquiries or reports.
SPOTIO may immediately suspend Customer’s access to or use of the Services if it reasonably determines that Customer (i) is using or has used the Services in violation of these Terms or in violation of applicable law; or (ii) has provided Licensed Content that violates these Terms, the rights of a third party or applicable law.
6. USER AGREEMENT; REPRESENTATIONS AND WARRANTIES
In order to access the Services, Customer will be required to register for a SPOTIO account (an “Account”). Customer: (i) shall provide true, accurate, current and complete information about Customer and its Authorized Users when registering for an Account, including any payment method (“Payment Method”); (ii) shall maintain and promptly update the Account to ensure that it remains true, accurate, current and complete; (iii) shall make timely payments of the fees to be charged for use of the Services as set forth in the applicable Order (the “Fees”); and (iv) hereby authorizes SPOTIO and its third-party service providers to charge Customer’s Payment Method for any and all Fees incurred by Customer for use of the Services. Customer is responsible for and shall reimburse SPOTIO for all reasonable costs incurred by SPOTIO in attempting to obtain payment of Fees, including any reasonable attorneys’ fees, collection agency fees, interest fees and court costs.
Customer represents, warrants and covenants to SPOTIO that Customer shall: (i) maintain the security of its user identifications, passwords and other confidential information relating to the Account; (ii) maintain the security, confidentiality and integrity of all messages and the content that Customer receives, transmits through or stores on the Services; (iii) be responsible for all Fees relating to the use of the Account; (iv) comply with these Terms and the term of any applicable Order; (v) comply with the Acceptable Use Policy at all times; (vi) obtain all necessary consents and approvals needed prior to using any functionality built into the Services that would allow the Customer to email, call or text any third party prospects and fully complying with all applicable laws, rules and regulations when Customer is asked to stop contacting any third party; and (vii) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding Customer’s use of the Services.
Customer further represents, warrants and covenants that: (i) Customer has all requisite power and authority to enter into and perform its obligations under these Terms and any Order; (ii) all information provided to SPOTIO by Customer, including Payment Method information, is truthful, accurate and complete; (iii) Customer is authorized to pay any Fees incurred from use of the Services; and (iv) Customer has provided and will provide accurate and complete registration information.
7. TERM; TERMINATION OF USE
These Terms remain in effect so long as the Services are used by you. The term of each Order shall continue for the period set forth in such Order, which term shall automatically renew, unless otherwise terminated in accordance with this Section 7. Either SPOTIO or Customer shall have the right to terminate an Order as follows:
(i) Customer may terminate an Order by written notice to SPOTIO at least 30 days prior to the end of the renewal term for any subscription for Services as defined in your SPOTIO Order
(ii) Customer or SPOTIO may terminate an Order by written notice to the other party in the event of a material breach of these Terms or the applicable Order by the other party, including Customer’s failure to timely pay any Fees (excluding any amounts that are disputed in good faith by Customer in writing prior to the date such amounts were due), that is not cured within 10 days of receipt by the party in default of a written notice specifying the breach; or
(iii) Customer or SPOTIO may terminate an Order immediately by written notice to the other party if (a) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver, or to a trustee in bankruptcy, (b) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or (c) the other party is adjudged bankrupt.
Upon any such termination, you agree to immediately cease using the Services and the techniques, methods and processes you have gained from the Services and to destroy all copies of the Services you have in your possession, on your personal computers, servers and other storage devices, including storage in email accounts or otherwise stored electronically, in hardcopy or other physical or non-physical form. The terms and provisions of these Terms or an Order that reasonably would be expected to survive termination or expiration shall survive such termination of your right to access and use the Services.
SPOTIO reserves all rights and remedies that SPOTIO has by operation of law or otherwise to enjoin the unlawful or unauthorized use of the Services. Upon termination for any reason, (i) Customer shall immediately pay all Fees, if any, due and owing to SPOTIO; (ii) SPOTIO shall have no further obligation to provide access to the Services to Customer; and (iii) the licenses granted to Customer hereunder shall immediately terminate. Customer acknowledges that, when an Order is terminated: (a) Customer’s Account will be canceled; (b) Customer will immediately lose access to its Account; and (c) all of Customer’s Licensed Content will be immediately deleted from the Services and no longer available. If Customer provides a written request to SPOTIO at least 30 days prior to the expiration or termination of an Order, SPOTIO shall provide Customer with copies of the Licensed Content then in SPOTIO’s possession or control.
In consideration for the license granted to Customer hereunder, Customer agrees to pay SPOTIO the Fees set forth in the applicable Order. All Fees are subscription-based and are due and payable at the beginning of each billing period designated in the Order. Any amount past due will be subject to a financing fee at a rate equal to the lower of 1.5% per month or the highest rate allowed by law. At least 30 days prior to the end of the then-current subscription period of the Order, the parties will negotiate in good faith the Fees for any renewal period. SPOTIO may institute increases in Fees, changes in billing frequency, and length of subscription term at its sole discretion during any renewal period, provided, however, that it will give the Customer at least 30 days’ notice of the potential changes. SPOTIO may not otherwise change the Fees during a given subscription period. SPOTIO, at its sole discretion, also reserves the right to make changes to the manner in which it bills for additional users added during a subscription term at any time, which may supersede an Order. In the event that Customer fails to pay any Fees or other amounts due and owing to SPOTIO in full when due (excluding any amounts that are disputed in good faith by Customer in writing prior to the date such amounts were due), then in addition to any other rights and remedies available to SPOTIO, SPOTIO shall have the right to suspend Customer’s access to the Services if Customer fails to cure such default within 10 days following receipt of written notice of such failure from SPOTIO. SPOTIO shall have the right to charge a reactivation fee to reinstate the Services, provided, however, that SPOTIO shall be under no obligation to reinstate the Services. All Fees are non-refundable.
Customer is responsible for all applicable federal, state, municipal, or other taxes, duties, fees, or withholding currently or subsequently imposed on Customer’s use of the Services and the Fees, other than taxes assessed against SPOTIO’s income, property and employees. If SPOTIO is required to pay any such tax, duty, fee, or charge, or to withhold any amount from the Fees, Customer will promptly reimburse SPOTIO for any such amounts. All transactions will be executed using a third-party payment processor (“Payment Processor”), and may be subject to a service charge, which shall be payable by Customer. Customer will be asked to provide customary billing information (e.g., name, billing address and payment information). Customer hereby authorizes SPOTIO and SPOTIO’s Payment Processor to debit or charge Customer’s Payment Method in the amount of the Fees.
9. THIRD PARTY TRANSACTIONS
During its use of the Services, Customer may enter into correspondence with, purchase goods and services from, or participate in the promotions of third-party service providers, advertisers or sponsors showing their goods and services through the Services (each, a “Third-Party Service Provider”). Any such activity, and any terms, conditions, warranties or representations associated with such activity (collectively, a “Third-Party Transaction”) is solely between Customer and the applicable Third-Party Service Provider. SPOTIO and SPOTIO’s licensors will have no liability, obligation or responsibility for or in connection with any Third-Party Transaction between Customer and any such Third-Party Service Provider. SPOTIO does not endorse any third parties or sites on the internet that are linked through the Services or Customer’s Licensed Content, and in no event will SPOTIO or SPOTIO’s licensors be responsible for any content, products, services or other materials on or available from such sites or Third-Party Service Providers. Certain Third-Party Service Providers may require Customer’s agreement to additional or different terms and conditions prior to Customer’s use of or access to such goods or services, and SPOTIO disclaims any and all responsibility or liability arising from such agreements between Customer and such Third-Party Service Providers.
Customer hereby grants SPOTIO the right to use the name, logo and other identifying marks and descriptions of Customer in SPOTIO’s general marketing activities, including in any sales and marketing materials, customer lists and on SPOTIO’s website. Such right may be withdrawn by Customer by emailing SPOTIO at [email protected].
SPOTIO agrees to indemnify, defend, and hold Customer and Customer’s subsidiaries, affiliates, officers, directors, Authorized Users, employees and agents (collectively, the “Customer Indemnified Parties”) harmless from and against any and all claims, actions, damages, losses, liabilities and costs (including reasonable attorneys’ fees) (each, a “Claim”) alleging that the Services infringe any intellectual property rights of a third party. Notwithstanding the foregoing, SPOTIO shall have no obligation to indemnify the Customer Indemnified Parties under this Section 11 to the extent any such Claim is based, in whole or in part, on (i) any use of the Licensed Content or other Customer data; (ii) any use of the Services or the Resultant Data in violation of these Terms or the terms of the applicable Order; or (iii) any modification of the Services not performed by or on behalf of SPOTIO. In the event of a Claim against a Customer Indemnified Party, or if SPOTIO reasonably believes the Services (or part thereof) may infringe or misappropriate the intellectual property rights of a third party, SPOTIO may, in its discretion and at no cost to Customer, (x) modify the Services so that they no longer infringe or misappropriate, (y) obtain a license for Customer’s continued use of the Services in accordance with these Terms, or (z) terminate Customer’s rights to use the Services upon 10 days’ prior written notice and refund to Customer any prepaid fees covering the remainder of the applicable term of the affected Order after the effective date of termination.
Customer agrees to indemnify, defend and hold SPOTIO, our affiliates, distributors, partners, licensors, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all Claims that arise directly or indirectly out of or from (i) the Licensed Content or other Customer data; (ii) your breach of these Terms (including, but not limited to, any breach of your representations and warranties) or the terms of an Order; (iii) your violation of any rights of any third party or of applicable law; or (iv) except with respect to SPOTIO’s obligation to indemnify you as set forth above, your activities in connection with the Services.
With respect to any indemnity obligation hereunder, the indemnified party shall (i) promptly give the indemnifying party written notice of the Claim; (ii) give the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim unless the settlement releases the indemnified party of all liability); and (iii) provide to the indemnifying party all reasonable assistance, at the indemnifying party’s expense.
12. WARRANTY; DISCLAIMER
SPOTIO hereby represents and warrants to Customer as follows: (i) SPOTIO has full corporate power and authority to enter into these Terms; (ii) SPOTIO is duly authorized to execute and deliver these Terms, to grant the licenses granted by it hereunder, and to perform its obligations hereunder; (iii) these Terms are legal and valid obligations binding upon SPOTIO and enforceable according to their terms; and (iv) the delivery and performance of the Services by SPOTIO do not conflict with any agreement to which SPOTIO is a party or by which SPOTIO may be bound.
Except as expressly set forth herein, SPOTIO does not represent or warrant that (i) the use of the services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, application, system or data; (ii) the services will meet customer’s requirements or expectations; (iii) any stored data will be accurate or reliable; (iv) the quality of any licensed content, services, information, or other material purchased or obtained by customer through the services will meet customer’s requirements or expectations; (v) errors or defects in the services will be corrected; or (vi) the servers that provide the services available are free of viruses or other harmful components.
The foregoing warranties are exclusive and are in lieu of all other warranties, terms and conditions, express or implied. Except as expressly provided herein, the services are provided to customer strictly on an “as is” basis, with all faults. all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, are hereby disclaimed to the maximum extent permitted by applicable law by SPOTIO. Customer acknowledges and agrees that, except as expressly provided herein, the entire risk arising out of Customer’s use of the Services and any third-party services or products remains solely with Customer, to the maximum extent permitted by law.
13. INTERNET DELAYS
The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Customer acknowledges and agrees that SPOTIO is not responsible for any delays, delivery failures, or other damage resulting from such problems.
14. LIMITATION OF LIABILITY
Except for breaches of confidentiality, in no event will either party be liable for any incidental, indirect, special, consequential or punitive damages, losses, costs or expenses of any kind, however caused and whether based in contract, tort (including negligence), strict liability or other legal or equitable theory, and including damages for interruption of business, procurement of substitute goods, lost profits, or the like, even if such party has been advised of the possibility of such damages, losses, costs or expenses.
Except for breaches of confidentiality or a party’s indemnity obligations hereunder, the cumulative, aggregate liability of either party for all claims related to these terms, the applicable order and the provision of the Services will not in any event exceed two times the amount paid in fees by Customer under this agreement during the last 12 months immediately prior to the event giving rise to the liability claim. In no event will the foregoing in any way limit Customer’s payment obligations under these terms or the applicable order.
Except as otherwise permitted hereunder, each party hereto (the “Receiving Party”) will retain in confidence the Confidential Information (as defined below) disclosed to it by the other party (the “Disclosing Party”) or acquired by the Receiving Party pursuant to or in connection with these Terms that is either designated as proprietary or confidential or, by the nature of the circumstances surrounding disclosure, would reasonably be presumed to be proprietary or confidential (the “Confidential Information”). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than to carry out its rights and obligations under these Terms or an Order. For the avoidance of doubt, the Licensed Content shall be the Confidential Information of Customer and these Terms and any Resultant Data shall be the Confidential Information of SPOTIO. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects its own Confidential Information, using no less than a reasonable standard of care. The Receiving Party will disclose the Confidential Information of the Disclosing Party only on a “need to know” basis to its employees or agents who are required to protect such Confidential Information against unauthorized disclosure in a manner no less protective than as set forth herein. The Receiving Party will promptly notify the Disclosing Party in writing in the event that the Receiving Party learns of any unauthorized use or disclosure of any Confidential Information of the Disclosing Party and will cooperate with the Disclosing Party in good faith to remedy the occurrence to the extent reasonably possible. The restrictions set forth in this Section 15 will not apply to any information that: (i) the Receiving Party can demonstrate was known by the Receiving Party without obligation of confidentiality prior to disclosure thereof by the Disclosing Party; (ii) was or is in the public domain through no fault of the Receiving Party; (iii) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party in response to a valid court order, subpoena, law, rule, regulation, or other governmental action, provided that (a) to the extent permitted by applicable law or regulation, the Receiving Party required to make the disclosure notifies the Disclosing Party prior to disclosure of the information, and (b) the Receiving Party reasonably cooperates with the Disclosing Party, at the Disclosing Party’s expense, in any attempt by the Disclosing Party to limit or prevent the disclosure of the Confidential Information. In the absence of a protective order or a waiver by the Disclosing Party of the Receiving Party’s confidentiality obligations herein, the Receiving Party may disclose only that portion of the Confidential Information it is advised by its counsel that it is legally required or compelled to disclose, and the Receiving Party shall use commercially reasonable efforts to ensure that confidential treatment will be accorded the Confidential Information so disclosed. Upon the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party and any copies thereof, in any medium that contain or reveal all or any part of any Confidential Information. The Receiving Party acknowledges a that breach of this provision will result in irreparable harm to the Disclosing Party, for which money damages would be an insufficient remedy, and therefore the Disclosing Party will be entitled to injunctive relief to enforce the provisions of this Section 15.
All notices to Customer will be given electronically to the email address provided by Customer and will be deemed fully given and received when delivered by electronic transmission to such email address. Notices to SPOTIO shall be in writing and shall be deemed to have been fully given and received (i) when delivered in writing personally; (ii) when sent by confirmed email; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a commercial overnight carrier, with written verification of such receipt. All notices to SPOTIO will be sent to SPOTIO’s address as set forth herein, or at such address as SPOTIO may later specify in writing for such purposes.
17. ELECTRONIC COMMUNICATIONS
SPOTIO sends its users notifications about the state of their account through text messages. Message frequency varies; Message and data rates may apply. Text HELP to [number] for help. Reply STOP to cancel. Carriers are not liable for any delays or undelivered messages.”
18. INJUNCTIVE RELIEF
Customer acknowledges and agrees that any violation by Customer of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to SPOTIO, for which monetary damages would be inadequate, and Customer consents to SPOTIO obtaining any injunctive or equitable relief that SPOTIO deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies SPOTIO may have at law or in equity.
19. GOVERNING LAW AND JURISDICTION
These Terms and any dispute arising out of or related to these Terms, an Order or the Services will be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions. Customer agrees that any claim or dispute Customer may have against SPOTIO must be resolved exclusively by a state or federal court located in Collin County, Texas. Customer agrees to submit to the personal jurisdiction of the courts located in Collin County, Texas for the purpose of litigating all such claims or disputes.
20. FORCE MAJEURE
SPOTIO will not be liable for any delay or failure to perform the Services resulting from causes outside of its reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.