Last Updated: May 10, 2023
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SET FORTH IN SECTION 9 BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH Spin ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
This Terms of Service Agreement (“Agreement” or “Terms”) is a legal agreement between you and Ink, Inc. (“Spin”, “we”, or “us”). By accessing or using the Spin website, currently located at Spin.com (the “Site”), or any apps or other services offered or operated by Spin (collectively, the “Services”), or by checking a box or clicking a button signifying your acceptance of these Terms, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, do not access or use any of the Services.
When using the Services, you will be subject to Spin’s Community Guidelines (“Community Guidelines”) found here, and any additional guidelines, policies or rules posted on the Services or otherwise made available or disclosed to you (collectively, the “Rules”). All such guidelines, policies and rules are incorporated into these Terms by this reference.
The Services are not available to, and shall not be accessed or used by, persons under the age of 18. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE.
The Services are also not available to, and shall not be accessed or used by, any users previously blocked or otherwise banned from accessing or using the Services.
Subject to your compliance with these Terms and all other applicable Rules including but not limited to the Community Guidelines, you are granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Services solely for your personal and non-commercial use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Spin or its licensors, except for licenses and rights expressly granted in these Terms. Spin can terminate this license as provided in Section 10 below.
You are solely responsible for compliance with any and all laws, rules, and regulations that may apply to your use of the Services. You agree that you will comply with these Terms and the Community Guidelines and will not, and will not assist or enable others to:
Neither the above restrictions, nor the Community Guidelines, the Rules, or anything else in the Terms, shall be construed to create any rights enforceable by users, whether as third-party beneficiaries or otherwise. Spin has the right, but not the obligation, to enforce any of the foregoing.
The Services provide communication channels designed to enable users to communicate with other users. Spin does not exert any control over the individuals you interact with, even if you select the “interest matching” chat option or the college student chat option, which Spin may offer. Spin has no obligation to monitor these communication channels but may, in its discretion, do so in connection with providing the Services. Spin may also terminate, suspend or ban your access to and use of the Services at any time, without notice, for any reason in its sole discretion. You acknowledge and agree that any user content, including without limitation text chats and video chats, is not created, endorsed or controlled by Spin. Spin will not under any circumstances be liable for any user content or activity within the Services. Spin is not responsible for information or content that you choose to share within or through the Services nor is Spin responsible for the content or actions of other users of the Services. Spin is not responsible for maintaining copies of any information or communications you choose to submit to or through the Services.
You are solely responsible for your interaction with other users of the Services and other parties that you come in contact with through the Services. To the fullest extent permitted by applicable law, Spin hereby disclaims any and all liability to you or any third party relating to your use of the Services. You acknowledge and agree that Spin does not have any special relationship with you as an end user, and as such, Spin does not owe you any duty to protect you from the acts of other users or other third parties.
Parental control protections (such as computer hardware, software, or filtering services) are commercially available and may assist you in limiting minors’ access to materials that may be harmful to or inappropriate for minors. There are a number of websites that provide information about such parental control protections, including but not limited to https://www.connectsafely.org/controls/.
The Services may, in their entirety or in part, be protected by copyright, trademark and/or other laws of the United States and other countries. You acknowledge and agree that the Services, including all associated intellectual property rights, are the exclusive property of Spin and/or its licensors or authorizing third parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. All trademarks, service marks, logos, trade names, trade dress and any other source identifiers of Spin used on or in connection with the Services (collectively, the “Marks”) are trademarks or registered trademarks of Spin in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Services are used for identification purposes only and may be the property of their respective owners. Use of any third-party trademark is intended only to identify the trademark owner and its goods and services, and is not intended to imply any association between the trademark owner and Spin.
Assumption of Risk. You acknowledge and agree that use of the Services, including your interactions with other users, may carry inherent risk and by accessing and using the Services, you choose to assume those risks voluntarily. To the fullest extent permitted by applicable law, you assume full responsibility for your use of the Services, including your interactions with other users.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU KNOWINGLY, VOLUNTARILY AND FREELY ASSUME ALL RISKS, BOTH KNOWN AND UNKNOWN, OF ACCESSING OR USING THE SERVICES, EVEN IF THOSE RISKS ARISE FROM THE NEGLIGENCE OR CARELESSNESS OF Spin, THIRD-PARTIES INCLUDING OTHER USERS OF THE SERVICES, OR DEFECTS IN THE SERVICES.
No Warranties. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, Spin PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Spin AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF Spin IS ADVISED OF SUCH PURPOSE), AND IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, NEITHER Spin NOR ANY OF ITS AFFILIATES OR LICENSORS, NOR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, LICENSORS, EMPLOYEES OR REPRESENTATIVES REPRESENT OR WARRANT (I) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, TRUTHFUL, COMPLETE, RELIABLE, OR ERROR FREE, (II) THAT THE SERVICES WILL ALWAYS BE AVAILABLE OR WILL BE UNINTERRUPTED, ACCESSIBLE, TIMELY, RESPONSIVE, OR SECURE, (III) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL PROPERTIES, (IV) THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES, (V) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR (VI) THAT ANY CONTENT PROVIDED VIA THE SERVICES IS NON-INFRINGING. NO INFORMATION OR ADVICE PROVIDED THROUGH THE SERVICES BY Spin OR BY Spin’S EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations and exclusions may not apply to you.
Other Users of the Services. Spin HAS NO CONTROL OVER AND DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE CONDUCT, ACTS OR OMISSIONS OF OTHER USERS OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL LOOK SOLELY TO THE OTHER USERS, AND NOT Spin, WITH RESPECT TO ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO THE ACTIONS OR CONDUCT OF OTHER USERS OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL Spin BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM ANY ACTION, CONDUCT OR OMISSION OF ANY OTHER USER OF THE SERVICES.
Limitations on Spin’s Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER Spin NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, (II) THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DAMAGE CAUSED BY ANY RELIANCE ON, OR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN, THE SERVICES, WHETHER PROVIDED BY Spin OR BY THIRD PARTIES, (III) THE USE OF OR INABILITY TO USE THE SERVICES FOR ANY REASON, OR (IV) YOUR COMMUNICATIONS, INTERACTIONS OR DEALINGS WITH, OR THE CONDUCT OF, OTHER USERS OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Spin HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL Spin’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES (INCLUDING BUT NOT LIMITED TO YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICES) EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
The limitations of damages set forth above are fundamental elements of the basis of the bargain between Spin and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above limitations and exclusions may not apply to you.
No Liability for Non-Spin Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Spin BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT, ACTS OR OMISSIONS OF YOU OR ANY OTHER THIRD PARTY, INCLUDING OTHER USERS OF THE SERVICES, IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above limitations and exclusions may not apply to you.
To the maximum extent permitted by applicable law, you agree to release, defend (at Spin’s option), indemnify, and hold Spin and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney and accounting fees, arising out of or in any way connected with (i) your breach or alleged breach of these Terms or any other applicable policies of Spin (including but not limited to the Guidelines or Rules), (ii) your use of the Services other than as authorized by these Terms, the Guidelines or Rules, (iii) your interactions with other users of the Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of your interactions, (iv) any information or materials you submit through the Services, or (v) your violation, or alleged violation, of any laws, regulations or third-party rights (all of the foregoing, “Claims”). Spin may assume exclusive control of any defense of any Claims (which shall not excuse your obligation to indemnify Spin), and you agree to fully cooperate with Spin in such event. You shall not settle any Claims without prior written consent from Spin.
Please read the following Section 9 carefully, as they affect your rights.
YOU AND Spin MUTUALLY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE APPLICABILITY, BREACH, TERMINATION, VALIDITY, ENFORCEMENT OR INTERPRETATION THEREOF OR TO THE ACCESS TO AND USE OF THE SERVICES, WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT (INCLUDING WITHOUT LIMITATION, FRAUD, MISREPRESENTATION, FRAUDULENT INDUCEMENT, OR NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY (COLLECTIVELY, “DISPUTE”) WILL BE SETTLED BY BINDING INDIVIDUAL ARBITRATION (THE “ARBITRATION AGREEMENT”). ARBITRATION MEANS THAT THE DISPUTE WILL BE RESOLVED BY A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. THE ARBITRATOR WILL DECIDE ALL THRESHOLD QUESTIONS, INCLUDING BUT NOT LIMITED TO ISSUES RELATING TO THE ENFORCEABILITY, REVOCABILITY, OR VALIDITY OF THIS ARBITRATION AGREEMENT AND WHETHER EITHER PARTY LACKS STANDING TO ASSERT HIS/HER/ITS CLAIM(S).
YOU ACKNOWLEDGE AND AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
Notwithstanding the Arbitration Agreement, you and Spin each agree that (i) any dispute that may be brought in small claims court may be instituted in a small claims court of competent jurisdiction, (ii) either you or Spin may seek injunctive relief in any court of competent jurisdiction to enjoin infringement or other misuse of either party’s intellectual property rights (including without limitation, violation of any data use restrictions contained in these Terms or other misuse of the Services) or based on other exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
Prior to initiating an arbitration, you agree to provide Spin with notice of the dispute, which notice shall include a brief, written description of the dispute, the relief requested and your contact information. You must send any such notice to Spin by email at disputes@Spin.com, with “Spin-Disputes” in the subject line, and by U.S. mail to Spin.com, LLC, c/o Northwest Registered Agent LLC, 7901 4th St. N., Suite 300, St. Petersburg, FL 33702. The parties agree to use their best efforts to resolve any Dispute that is subject to the notification required under this section through informal negotiation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration in accordance with these Terms. If, after a good faith effort to negotiate, one of us feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
Except as provided herein, if we cannot resolve a Dispute by informal negotiation, any Dispute will be resolved only by binding arbitration to be conducted by JAMS under its then current and applicable rules and procedures (“JAMS Rules”), which are located at www.jamsadr.com, and the rules set forth in these Terms. If there is a conflict between the JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern.
The arbitration will be conducted in English by a single arbitrator selected in accordance with JAMS Rules and those rules will govern the payment of all filing, administration, and arbitrator fees unless this Arbitration Agreement expressly provides otherwise. For U.S. residents, the arbitration shall be conducted in the U.S. state in which you reside (subject to the ability of either party to appear at any in-person hearing by telephone or other remote means, as provided below). For residents outside the United States, the arbitration shall be conducted in Portland, Oregon. If the value of the relief sought is U.S. $25,000 or less, the arbitration will be conducted based solely on written submissions; provided, however, that either party may request to have the arbitration conducted by telephone or other remote means or in-person hearing, which request shall be subject to the arbitrator’s discretion. Attendance at any in-person hearing may be made by telephone or other remote means by you and/or us, unless the arbitrator requires otherwise after hearing from the parties on the issue. Keeping in mind that arbitration is intended to be a fast and economical process, either party may file a dispositive motion to narrow the issues or claims. Subject to the exclusions and waivers in these Terms, the arbitrator may award any individual relief or individual remedies that are permitted by applicable law. The arbitrator’s award shall be made in writing but need not provide a statement of reasons unless requested by a party or required under applicable JAMS Rules. The arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction. Each party shall pay its own attorneys’ fees and costs unless there is an applicable statutory provision requiring the prevailing party to be paid its attorneys’ fees and costs, in which case, a prevailing party attorneys’ fees award shall be determined by applicable law.
The Federal Arbitration Act, applicable federal law, and the laws of the State of Oregon, without regard to principles of conflict of laws, will govern any Dispute.
YOU AND Spin ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. YOU AND Spin AGREE THAT THERE WILL BE NO CLASS ARBITRATION OR ARBITRATION IN WHICH AN INDIVIDUAL ATTEMPTS TO RESOLVE A DISPUTE AS A REPRESENTATIVE OF ANOTHER INDIVIDUAL OR GROUP OF INDIVIDUALS. FURTHER, YOU AND Spin AGREE THAT A DISPUTE CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION, WHETHER WITHIN OR OUTSIDE OF ARBITRATION, OR ON BEHALF OF ANY OTHER INDIVIDUAL OR GROUP OF INDIVIDUALS.
If the class action waiver contained in this Section 9.5 is determined to be illegal or unenforceable, this entire Arbitration Agreement will be unenforceable, and the Dispute will be decided by the courts in the state of Oregon, Multnomah County, or the United States District Court for the Oregon, and the parties irrevocably submit to the exclusive jurisdiction of such courts.
YOU AND Spin ACKNOWLEDGE AND AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES AND AS TO ANY DISPUTE THAT PROCEEDS IN COURT RATHER THAN ARBITRATION AS PROVIDED HEREIN.
Except as provided in Section 9.5, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect. If the arbitrator determines this Section 9 is unenforceable, invalid or has been revoked as to any claim(s), then the Dispute as to such claim(s) will be decided by the courts in the state of Oregon, Multnomah County, or the United States District Court for the Oregon, and the parties irrevocably submit to the exclusive jurisdiction of such courts.
This Agreement will remain in full force and effect while you use the Services in accordance with these Terms and any additional applicable Rules. Spin may terminate this Agreement at any time without notice if we believe that you have breached this Agreement or the Community Guidelines, including but not limited to, by using the Services for non-personal use, engaging in prohibited activities, and any breach of your representations and warranties. All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation, ownership provisions, warranty disclaimers, assumption of risk agreement, release of claims, indemnity, limitations of liability, and dispute resolution.
Spin’s obligations are subject to existing laws and legal process. Therefore, Spin complies with valid legal process (e.g., court order, search warrant, subpoena or similar legal process) issued in compliance with applicable law from law enforcement agencies. Law enforcement may submit requests for information and legal process to Spin’s registered agent at the following address:
5630 Venice Blvd. #1095
Los Angeles, CA 90019
Law enforcement may also submit requests for information and legal process from an official government-issued email address (e.g., email@example.com) to Spin at firstname.lastname@example.org with “Spin-LEO” in the subject line. Please note that the email address for law enforcement requests is provided for convenience only and does not waive any objections Spin may have, including the lack of jurisdiction or proper service.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (collectively, “Feedback”). You may submit Feedback by emailing us at email@example.com with “Spin-Feedback” in the subject line. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
The Services may contain links to other websites, businesses, resources and advertisers, and other sites may link to the Services. Clicking on a link will redirect you away from the Services to a third-party site or service. Spin is not responsible for examining or evaluating, and does not warrant the goods, services or offerings of any third party or the content of their websites or advertisements. Consequently, Spin does not assume any liability or responsibility for the accuracy, actions, products, services, practices, availability or content of such third parties. You should direct any concerns regarding other sites and services to their operators.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Spin’s prior written consent. Spin may, without restriction, assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion.
Spin reserves the right, at any time and in our sole discretion, to amend, modify, suspend, or terminate, temporarily or permanently, the Services, and any part thereof, without notice to you. Spin shall have no liability to you or any other person or entity for any modification, suspension, or termination of the Services or any part thereof.
Spin reserves the right to modify these Terms (effective on a prospective basis) at any time in accordance with this provision. Therefore, you should review these Terms regularly. If we make changes to these Terms, we will post the revised Terms on the Services and update the “Last Updated” date at the top of these Terms. If you do not terminate this Agreement before the date the revised Terms become effective, your continued access to or use of the Services will constitute acceptance of the revised Terms.
Special terms or rules may apply to some Services. Any such terms are in addition to these Terms. In the event of any conflict or inconsistency between these Terms, our Privacy Notice, and any rules, restrictions, limitations, terms and/or conditions that may be communicated to users of the Services, Spin shall determine which rules, restrictions, limitations, terms and/or conditions shall control and prevail, in our sole discretion, and you specifically waive any right to challenge or dispute such determination.
This Agreement does not, and is not intended to, confer any rights or remedies upon any person other than the parties hereto.
Spin’s failure to enforce a provision of this Agreement is not a waiver of its right to do so later or to enforce any other provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise permitted under law.
Except as explicitly provided herein, if any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
These Terms will be interpreted in accordance with the laws of the State of Oregon and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims proceedings) that are excluded from the Arbitration Agreement in Section 9 must be brought in the state or federal courts located in Portland, Oregon unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Portland, Oregon.
Except as it may be supplemented by additional terms and conditions, policies, guidelines or standards as provided herein, this Agreement constitutes the entire agreement between Spin and you pertaining to the subject matter hereof, and supersedes any and all prior oral or written understandings or agreements between Spin and you in relation to the access to and use of the Services.