THESE TERMS AND CONDITIONS (“
TERMS
") SET FORTH A LEGALLY BINDING AGREEMENT BETWEEN
YOU
AND SPINSTATZ, LLC(“
SPINSTATZ”, “
WE”, “
US”, “
OUR”).
PLEASE READ THIS AGREEMENT AND OUR PRIVACY POLICY CAREFULLY PRIOR TO USING
HTTPS://SPINSTATZ.COM/
,
ANY RELATED SUBPAGES AND/OR MOBILE VERSIONS (COLLECTIVELY, “
SPINSTATZ” or “
SITE”) OR REGISTERING FOR THE SERVICE. BY USING THE SITE OR
REGISTERING FOR THE SERVICE, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND TO BE BOUND
BY THE TERMS HEREIN, WHETHER YOU ARE A VISITOR, MEMBER OR CONTRIBUTOR. IF YOU DO NOT AGREE WITH ALL
OF THE TERMS, PLEASE DISCONTINUE YOUR USE OF THE SITE AND THE REGISTRATION PROCESS. YOUR CONTINUED
USE OF THE SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE TO THE TERMS HEREIN.
1. SERVICE
SPINSTATZ provides the Site which is an online, records promotion service, mp3 music record pool,
and club spin analytics service. For a fee, you may have access to independent DJ's and DJ
Coalitions worldwide as a registered member (“Member”) and may create
music campaigns in the MP3 format, as applicable, through our subscription service (collectively,
the “Service”). Members may have access to additional features of the
Site. The Service is only intended for use by professional DJ's in line with the tradition of record
pools and the music industry to promote the music made available on the Site. These Terms apply to
all users of SPINSTATZ, whether you are a visitor to the Site, Member or contributor (collectively,
the “User”).
You must be at least 18 years of age to enroll in the Service or at least 13 years old and have the
permission of your parent(s) or legal guardian(s) to use the Site. Parent(s)/guardian(s) should be
aware that there may be access to explicit lyrics on this Site.
2. RIGHT TO MODIFY
SPINSTATZ reserves the right to modify the Site, the Terms and the Privacy Policy at any time, in
our sole discretion, without prior notice. Such modification shall be effective upon posting
by SPINSTATZ on the Site. You agree to be bound to any changes to these Terms when you use SPINSTATZ
after any such modification is posted. It is therefore important that you review these Terms
regularly to ensure you are updated as to any changes.
Although we may attempt to notify you when major changes are made to these Terms, you should
periodically review the most up-to-date version at HTTPS://SPINSTATZ.COM/terms.
If any modification is unacceptable to you, you hereby agree that your only recourse is to terminate
the agreement and your subscription (or cease use of the Site) immediately. Your continued use of
the Site following any change to the Terms will constitute your binding acceptance of the change.
3. REGISTRATION OBLIGATIONS
During the registration process, you will create a username and a password to access your
subscription to the Site (your "account"). It is your responsibility to (i) keep
your account (including your password)confidential, and (ii) not share its use with anyone else. You
are not authorized to share your account with anyone. You are solely and entirely responsible for
maintaining your username and password and for all activities that occur under your account. You
must immediately notify SPINSTATZ of any unauthorized use of your account. Although SPINSTATZ will
not be liable for your losses caused by any unauthorized use of your account, you may be liable for
the losses of SPINSTATZ or others due to such unauthorized use.
You represent and warrant that any registration information that you submit to SPINSTATZ is true,
accurate and complete, and you agree to keep it true, accurate and complete at all times.
4. PRIVACY POLICY
The use of information or material provided by you to the Site is further detailed in our Privacy
Policy, which is incorporated by reference herein,in its entirety and available at HTTPS://SPINSTATZ.COM/Privacy.
Please read our Privacy Policy in full.
5. TECHNOLOGICAL AND USE LIMITATIONS
5.1 SPINSTATZ will make reasonable efforts to remain online and operational at all
times. However, certain technical difficulties or routine site maintenance or upgrades or acts of
god may, from time to time, result in temporary Service interruptions. SPINSTATZ also reserves the
right at any time and from time to time to modify or discontinue, temporarily or permanently,
functions of the Service with or without notice. You agree thatSPINSTATZ shall not be liable to you
or to any third party for any of the direct or indirect consequences of any modification,
suspension, discontinuance of or interruption to the Service or the Site.
5.2 By using the Service, you acknowledge and agree that you have no right to
provide any files obtained through the Service to any other party by any means. WITHOUT
LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT TO ANY OTHER SERVER OR LOCATION
FOR FURTHER REPRODUCTION, REDISTRIBUTION OR SALE IS EXPRESSLY PROHIBITED. SPINSTATZ reserves
the right to immediately and permanently terminate your access to the Service if we believe that you
are violating this condition. No refunds will be given.
5.3 Since the Service is expressly for professional use, any automated system for
the selection or downloading of files is expressly prohibited. SPINSTATZ reserves the right to
immediately and permanently terminate your access to the Service if we believe that you are
violating this condition. No refunds will be given.
6. TERM, FEES AND PAYMENTS
6.1 By registering for the Service, you agree to pay the applicable rate when
charged. Users may create Music Campaigns by paying: (a) one time trial fee for music campaign
promotions or ; (b) a recurring monthly fee for DJ Pool Membership (“Recurring
Fee”).
6.2 In the event you choose the Recurring Fee option, your payments will continue
automatically at the monthly rate until you cancel your membership. To cancel your membership, you
may do so by logging into your account and making such changes under the “Billing” tab.
Each month during the term of the agreement, the Recurring Fee for use of the Service will be billed
automatically to the credit card designated by you. If you want to designate a different credit card
for the Recurring Fee or update any payment/credit card information, you may do so by logging into
your account and making such changes under the “Billing” tab.
6.3 You agree to pay all charges incurred in connection with your username and
password for the Service at the rates in effect when the charges were incurred. ALL FEES AND
CHARGES ARE NONREFUNDABLE. You understand and agree that you may also be subject to the
terms, conditions and policies of the third party sites used by us to process payment: Azlo* and Paypal.
It is your responsibility to review any such applicable policies.
6.4 You agree to pay SPINSTATZ any and all reasonable collection costs (including,
without limitation, attorney's fees) incurred by SPINSTATZ to collect any past due amounts. Your
account may be deactivated without further notice if payment is past due, regardless of the dollar
amount. Such deactivation will not affect your obligation to pay amounts owed to the SPINSTATZ. You
agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination
of your Service account.
6.5 You are responsible for paying any governmental taxes imposed on your use of
the Service, including, but not limited to, sales, use or value-added taxes. You are solely
responsible for arranging payment for any and all additional or premium charges for your use of any
third party services via the Service.
6.6 SPINSTATZ reserves the right to change its fees and billing methods at any time
and will communicate any such fee or billing method changes to you. Price changes for Paid
Subscriptions will take effect at the commencement of the next subscription period following the
date of the price change. Your continued use of the Service following any change to the agreement
will constitute your binding acceptance of the change.
7. TERMINATION
7.1 These Terms will continue to apply to you until terminated by either you
or SPINSTATZ. SPINSTATZ may, at its sole discretion, terminate your account and/or use of the
Service for any reason. SPINSTATZ may also, in its sole discretion and at any time, discontinue
providing the Service, or any part thereof, with or without notice. Further, you agree
that SPINSTATZ shall not be liable to you or any third party for any termination of your access to
the Service. No refunds will be given.
7.2 You may terminate the agreement and your subscription to the Service at any
time. However, no refunds will be given. You may terminate your account by making such election
under the “Billing” tab of your account.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Only you may access the Service using your username and password. Sharing of
usernames and passwords is expressly prohibited. The content, trademarks, service marks and logos
available through the Service are the property of SPINSTATZ or its licensors and are protected by
copyright and other intellectual property laws. Content received through the Service may be used and
played for promotional use only by public performance. You agree not to reproduce, distribute,
disseminate, sell, make available to third parties or circulate the content received through the
Service to anyone or to exploit any such content for commercial or noncommercial purposes not
intended by these Terms. You may not grant any licenses or sublicenses to the content on the Site to
any third parties. You agree to indemnify and hold harmless SPINSTATZ for your failure to comply
with this Section 8.1.
8.2 You shall not download any content unless you see a “download” or
similar link displayed by SPINSTATZ on the Service for that content. You agree not to circumvent,
disable or otherwise interfere with security-related features of the Service or features that
prevent or restrict use or copying of any content or enforce limitations on use of the Service or
the content therein. You agree to indemnify and hold harmless SPINSTATZ for your failure to comply
with this Section 8.2.
8.3 You acknowledge that SPINSTATZ retains exclusive ownership of the Service and
all intellectual property rights associated therewith. You are not granted any rights or license to
patents, copyrights, or trademarks with respect to the Service or its contents,
and SPINSTATZ reserves all rights not expressly granted hereunder. You shall promptly
notify SPINSTATZ upon your discovery of any unauthorized use or infringement of the Service
orSPINSTATZ's intellectual property rights. The Service contains proprietary and confidential
information that is protected by copyright laws and international treaty provisions.
9. LICENSE
9.1 When you access SPINSTATZ, we allow you to use our software, which includes the
software we developed to run our Site, any related digital application (“App”),
and any related documentation or data distributed to you and any future fixes, updates and upgrades,
solely for you to use in accordance with these terms.
9.2 This license is non-transferable and is solely for your personal use and for
use on computers and/or devices that you own, control or have authority to use, and is subject to
the following. You represent and warrant that you shall: (a) comply with the rules set out in the
Terms for whatever application you use to download or access the App or the Site; (b) not copy our
software; (c) not remove, modify or obscure any copyright, trademark or other proprietary rights
notices contained on the Site; (d) not reverse engineer, decompile or disassemble any portion of the
Site; (e) not grant rights in SPINSTATZ membership access to anyone else without our prior written
consent; (f) not upload anything to Site that contains any viruses, worms, malware, Trojan horses or
other harmful or destructive content designed to interrupt, destroy or limit the functionality of
any aspect of the Site; (g) not export or re-export the software in violation of US export laws; (h)
not be located in a country that is subject to a US government embargo or that has been designated
by the US government as a “terrorist supporting” country or be listed on any US
government list of prohibited or restricted parties; (i) not use the Site for any commercial purpose
without our prior written consent; (j) not access, create or modify the source code of our software
in any way; (k) not use the Site in any way that impedes the normal use of the Site by another User;
(l) not use SpinStatz to track, monitor or analyze User behavior in any manner; (m) not attempt to
compromise any security measures employed by SPINSTATZ or any of the SPINSTATZ partners, including
tampering with such measures; (n)not upload any content that you are not authorized to share; and
(o) comply with all other terms and warranties of these Terms and applicable laws and
regulations.
9.3 You agree and acknowledge that you may only upload music and any related
content to the Site to which you have express authority to upload, reproduce and distribute. YOU
EXPRESSLY REPRESENT AND WARRANT THAT YOU HAVE FULL PERMISSION AND AUTHORITY FROM THE APPLICABLE
INTELLECTUAL PROPERTY RIGHTS HOLDER(S) TO (I) UPLOAD, SHARE AND REPRODUCE ANY CONTENT THAT YOU
UPLOAD TO THE SITE WHICH YOU HAVE MADE AVAILABLE FOR STREAMING BY USERS OF THE SITE; AND (II)
REPRODUCE AND REDISTRIBUTE THE CONTENT THAT YOU UPLOAD TO THE SITE WHICH YOU HAVE MADE AVAILABLE
FOR DOWNLOAD BY USERS OF THE SITE. No User may upload content to the Site which he/she has
no right to upload.
10. USER GENERATED CONTENT
10.1 Registered Users may post, upload and/or contribute
(“Post”) content to the Service, including pictures, text and music (“User
Content”). You are solely responsible for any User Content you provide and for
any consequences thereof. You represent that you have the right to Post any User Content which you
Post to SPINSTATZ, and that such content does not: (a) violate these Terms, any applicable law, or
the intellectual property or publicity rights of others; or (b) imply any affiliation, endorsement,
approval or cooperation with you or your User Content by SPINSTATZ or any artist, band, label,
entity or individual without express written consent from such individual or
entity. SPINSTATZ reserves the right to delete or take down User Content at any time for any reason,
but we do not assume any obligation to track or monitor posts.
10.2 As a member or contributor, you hereby irrevocably assign to SPINSTATZ all
right, title and interest in and to all intellectual property rights to such User Content, including
the right to reproduce, exhibit, broadcast, stream on line, license, or distribute such User Content
in all formats and media, whether now known or hereafter devised and to use the User Content for any
purpose whatsoever, without any obligation to you.
10.3 You understand that when using SPINSTATZ, you will be exposed to content from
a variety of sources, and that SPINSTATZ is not responsible for the accuracy, usefulness, safety, or
intellectual property rights of or relating to such content. You further understand and acknowledge
that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and
you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may
have against SPINSTATZ with respect thereto, and, to the extent permitted by applicable law, agree
to indemnify and hold harmless SPINSTATZ, its owners, operators, affiliates, licensors, and
licensees to the fullest extent allowed by law regarding all matters related to your use of
SPINSTATZ.
11. THIRD PARTY SITE AND APPS
SPINSTATZ and User Content may enable you to access other apps and sites (e.g. Facebook, Twitter,
etc.). Even though these apps and sites are accessible via SPINSTATZ, we do not own or control them
and thus, we are not responsible or liable for (i) the content, privacy policies, or practices of
any third party websites; and (ii) any loss or damage incurred by you as a result of what you
experience, the content you access, what impact that content has on you, or any dealings between you
and these third parties or the failure of third party apps or sites to function properly. By using
the Service, you expressly relieve SPINSTATZ from any and all liability arising from your use of any
third-party website (including, without limitation, Braintree or Paypal).
Please also note that the inclusion of any link or grant of access does not in any way imply or
express an affiliation, endorsement or sponsorship by SPINSTATZ of the third party site or app
and/or its contents.
We recommend that you be aware when you are leaving SPINSTATZ in order to access a third party app
or site and that you read the third party’s terms and conditions and privacy policy.
12. ADVERTISING AND COOKIES
SPINSTATZ may deliver advertising in the form of banners, paid links, coupons, promotions,
sponsorship graphics or other means to you via our App, Site or via other third party services and
websites.
13. NOTIFICATION OF COPYRIGHT INFRINGEMENT
If you are a copyright holder who believes that any information available on our Site infringes your
work, please let us know. A notice of alleged copyright infringement should be sent to our
designated agent ("Designated Agent") for receipt of such notices:
Manson Johnson Conner, PLLC
215 2nd Ave. North, Suite 300
Nashville, Tennessee 37201
Phone: (615) 254-1600
Email: aallen@mansonjohnsonlaw.com with
a copy to DMCA@spinstatz.com.
A notification of claimed copyright infringement pursuant to the Digital Millennium Copyright Act (“DMCA”)
must include the following:
a. A physical or electronic signature of the owner (or person authorized to act on behalf of the
owner) of the copyright that is allegedly infringed;
b. Specific identification of each copyrighted work claimed to have been infringed, including, if
applicable, the Copyright Registration Certificate Number;
c. A description of where the material believed to be infringed is located on SPINSTATZ;
d. Contact information for the complaining party, such as a complete name, address, telephone number
and email address;
e. A statement that the complaining party has a good faith belief that use of the work(s) in the
manner complained of is not authorized by the copyright owner, its agent or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury,
that the complaining party is authorized to act on behalf of the owner of an exclusive right that is
allegedly infringed.
Upon receipt of a written notice containing the information and statements specified in the previous
paragraph, we will promptly (i) disable or remove access to the material that is alleged to be
infringing; (ii) forward the written notification to such alleged infringer (“Infringement
Notification Recipient”) and (iii) take reasonable steps to notify such
Infringement Notification Recipient that it has removed or disabled access to the materials and that
such Infringement Notification Recipient has the right to file a counter-notification. You
acknowledge that if you fail to comply with all of the requirements of this Section 11, your DMCA
notice may not be valid.
14. COUNTER-NOTIFICATION
To be effective, a counter-notification must be a written communication provided by an Infringement
Notification Recipient to SPINSTATZ’s Designated Agent by e-mail, fax or regular mail that
includes substantially the following:
1. A physical or electronic signature of the Infringement Notification Recipient;
2. Identification of the material that has been removed or to which access has been disabled and the
location at which the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that the Infringement Notification Recipient has a good
faith belief that the material was removed or disabled as a result of mistake or misidentification
of the material to be removed or disabled; and
4. The Infringement Notification Recipient’s name, address, and telephone number, and a
statement that the Infringement Notification Recipient consents to the jurisdiction of Federal
District Court in the Southern District of New York, and that the Infringement Notification
Recipient will accept service of process from the person who provided notification or an agent of
such person.
Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4
above:
• SPINSTATZ may provide the complaining party, with a copy of the Counter Notification;
• SPINSTATZ may inform the complaining party that it will replace the removed material or cease
disabling access to it within ten (10) business days;
• SPINSTATZ may replace the removed material or cease disabling access to the material within ten
(10) to fourteen (14) business days following receipt of the Counter-Notification, provided the
Designated Agent has not received notice that an action has been filed seeking a court order to
restrain the Infringement Notification Recipient from engaging in infringing activity relating to
the material on SPINSTATZ's network or system.
15. DISCLAIMER OF WARRANTIES
You expressly agree that use of SPINSTATZ is at your sole risk. The Service is provided on an "as
is" and an "as available" basis. To the fullest extent permitted by law, SPINSTATZ, its officers,
directors, employees and agents do not make, and hereby disclaim, any representations or warranties
regarding the Service, the Site and Service offered through the Site or any portion thereof,
express, implied or statutory, including, without limitation, implied warranties of merchantability,
fitness for a particular purpose, non-infringement of third party rights and the suitability,
availability, and timeliness of the products and related graphics contained within
theSPINSTATZ website or service. In connection with the Services and your use
thereof, SPINSTATZ makes no representations or warranties about the accuracy or completeness of this
Site’s content or the content of any sites linked to this Site. SPINSTATZ assumes no liability
for any: (i) errors, mistakes or inaccuracies of content, (ii) personal injury or property damage,
of any nature, resulting from your access to and your use of SPINSTATZ, (iii) any unauthorized
access to or use of our secure servers and any personal or financial information stored therein,
(iv) any interruption or cessation of transmission to or from our Services, (v) any bugs, viruses,
Trojan horses, or the like which may be transmitted to or through our Services by any third party
(vi) any loss or damage of any kind incurred as a result of the use of any content posted, emailed,
transmitted or otherwise made available via the Services.
17. INDEMNITY
To the extent permitted by applicable law, you agree to defend, indemnify and hold
harmless SPINSTATZ, its officers, directors, employees and agents, from and against any and all
claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not
limited to attorney's fees) arising from: (i) your use of and access to SPINSTATZ; (ii) your
violation of any term of these Terms; (iii) your violation of any third party right, including
without limitation any copyright, property, or privacy right; or (iv) any claim that your User
Content caused damage to a third party. This defense and indemnification obligation will survive
these Terms and your use of SPINSTATZ.
18. REFUND POLICY
All subscriptions and fees paid to SPINSTATZ are non-refundable.
19. MISCELLANEOUS
SPINSTATZ reserves all rights not expressly granted in these Terms. You may not assign any rights or
licenses granted to you in these Terms. Nothing in these Terms shall constitute a partnership,
agency relationship, or joint venture between you and SPINSTATZ. Should any term or provision be
deemed invalid, void or unenforceable either in part or its entirety, it shall be severed and the
remainder of these Terms shall remain in full force and effect. SPINSTATZ’s failure at any
time to require performance of any term shall in no manner affect our right at a later time to
enforce the same term unless this right is expressly waived by us in writing. These Terms together
with our Privacy Policy constitute the final, complete and exclusive agreement with respect to your
use of SPINSTATZ.
We reserve the right to access, read, preserve, and disclose any information as we reasonably
believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental
request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii)
detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User
support requests, or (v) protect the rights, property or safety of us, our Users and the public.
20. DISPUTE RESOLUTION
Certain portions of this Section 20 are deemed to be a “written agreement to arbitrate”
pursuant to the Federal Arbitration Act. You and SPINSTATZ agree that we intend that this Section 20
satisfies the “writing” requirement of the Federal Arbitration Act.
1. First -- Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim
arises out of or relates to the Website, the Content, your User-Generated Content, your Unsolicited
Ideas and Materials, this User Agreement, or any Additional Terms (collectively, “Dispute”),
or to any of SPINSTATZs actual or alleged intellectual property rights (an “Excluded Dispute”,
which includes those actions set forth in Section 20(D) below), then you and we agree to send a
written notice to the other providing a reasonable description of the Dispute or Excluded Dispute,
along with a proposed resolution of it. Our notice to you will be sent to you based on the most
recent contact information that you provide us. But if no such information exists or if such
information is not current, then we have no obligation under this Section 20(A). Your notice to us
must be sent to: SPINSTATZ, LLC, 215
2nd Ave. North, Suite 300, Nashville, TN, 37201, U.S.A., Attention: General Counsel. For a
period of 60 days from the date of receipt of notice from the other party, SPINSTATZ and you will
engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing
will require either you or SPINSTATZ to resolve the Dispute or Excluded Dispute on terms with
respect to which you and SPINSTATZ, in each party’s sole discretion, are not comfortable.
Forums for Alternative Dispute Resolution.
Arbitration.
If we cannot resolve a Dispute as set forth in Section 20(A) above within 60 days of receipt of the
notice, then either you or we may submit the Dispute to formal arbitration in accordance with this
Section 20(B). If we cannot resolve an Excluded Dispute as set forth in Section 20(A) above within
60 days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal
arbitration only if you and SPINSTATZ consent, in a writing signed by you and SPINSTATZ, LLC's
General Counsel, to have that Excluded Dispute subject to arbitration. In such a case (and only in
such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this
Section 20(B).
Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable
law, a Dispute will be resolved solely by binding arbitration in accordance with the then current
Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the
Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and
determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than 15
years experience as a practicing member of the bar in the substantive practice area related to the
Dispute, who will administer the proceedings in accordance with the AAA’s Supplementary
Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000,
or if SPINSTATZ elects in its sole discretion to bear the costs of arbitration in excess of those
that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be
heard and determined by a three member panel, with one member to be selected by each party and the
third (who will be chair of the panel) selected by the two party appointed members or by the AAA in
accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case
may be, will apply applicable law and the provisions of this User Agreement and any Additional
Terms, will determine any Dispute according to the applicable law and facts based upon the record
and no other basis, and will issue a reasoned award. If you and SPINSTATZ do not both consent to the
arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this
Section 20(B)(i), then this paragraph and the remainder of this Section 20(B) will not apply to the
Excluded Dispute.
If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling
or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,”
then either party can elect to have the arbitration administered by the Judicial Arbitration and
Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and
Procedures, or by any other arbitration administration service that you and a legal officer of
SPINSTATZ consents to in writing. The substantive practice area requirements for the arbitrator and
the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the
paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or
another arbitration service.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
AAA:
800.778.7879
http://www.adr.org/
JAMS:
949.224.1810
http://www.jamsadr.com
Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a
court, the arbitrator must honor the terms of this User Agreement (and any Additional Terms) and can
award the prevailing party damages and other relief (including attorneys’ fees). However, WITH
ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME
ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS
LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented
by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required,
then it will be conducted in the “metropolitan statistical area” (as defined by the U.S.
Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and
we will pay the administrative and arbitrator’s fees and other costs in accordance with the
applicable arbitration rules; but if applicable arbitration rules or laws require SPINSTATZ to pay a
greater portion or all of such fees and costs in order for this Section 20 to be enforceable, then
SPINSTATZ will have the right to elect to pay the fees and costs and proceed to arbitration.
Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s
decision must consist of a written statement stating the disposition of each claim of the Dispute,
and must provide a statement of the essential findings and conclusions on which the decision and any
award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in
or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal
Arbitration Act.
Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO
ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT
(BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 20(A) ABOVE) WITHIN 1 YEAR AFTER
THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
Injunctive Relief. The foregoing provisions of this Section 20 will not apply to any legal action
taken by SPINSTATZ to seek an injunction or other equitable relief in connection with any loss,
cost, or damage (or any potential loss, cost, or damage) relating to the Website, any Content, your
User-Generated Content or Unsolicited Ideas and Materials and/or SPINSTATZ's intellectual property
rights (including such SPINSTATZ may claim that may be in dispute), SPINSTATZ’s operations,
and/or SPINSTATZ's products or services.
Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing,
either of us may bring a qualifying claim of Disputes (but not Excluded Disputes) in small claims
court.
No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be
consolidated with any other arbitrations or other proceedings that involve any claim or controversy
of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator
selected pursuant to Section 20(B)(i) above holds that this restriction is unconscionable or
unenforceable, then our agreement in Section 20(B) above to arbitrate will not apply and the Dispute
must be brought exclusively in court pursuant to Section 20(G) below.
Federal and State Courts in Nashville, Tennessee. Except to the extent that arbitration is required
in Section 20(B) above, and except as to the enforcement of any arbitration decision or award, any
action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or
federal court in Davidson County, Tennessee. Accordingly, you and SPINSTATZ consent to the exclusive
personal jurisdiction and venue of such courts for such matters.
