Terms And Condition

Terms and Condition

Spinacity.com

AGREEMENT ON TERMS & CONDITIONS OF USE

This Agreement on Terms & Conditions of Use (“Agreement”) is effective as of the date on which User (as defined below) indicates User’s acceptance of this Agreement, and is made by and between User (herein “User” or “you”) and Spinacity LLC, dba “Spinacity.com” (“SPINACITY™”), a Florida USA limited liability company with its principal place of business in Margate, Florida, USA. SPINACITY™ and you are sometimes referred to below as “party” or “parties” to this Agreement. All Terms and Conditions set forth herein, in our Privacy Policy and/or in other Legal Notices and documents elsewhere within the SPINACITY™ web domain, are expressly made a part hereof, and are hereby incorporated by reference.

WHAT DOES OUR PLATFORM DO?

Spinacity.com (sometimes called the “Website” or “Site” below) permits Users, especially new musical composers and artists, to view the profiles, performance dates and locations of Disc Jockeys (“DJs) and Social Influencers (“Influencers”) with whom the Website works and who have registered on our Platform. DJs and Influencers register with us to allow Artists to consider each DJ and Influencers potential value as an outlet for the Artist’s Musical Material (as defined below). If a DJ or Influencer selects and accepts the Artist’s Musical Material for one or more of the DJ’s or Influencers performances through our Site, the DJ, Influencer and Artist may separately enter into an agreement on such terms and conditions as may be agreed to between them or may utilize the Form Performance Agreement (“Performance Agreement”) found elsewhere on our Site. Every Performance Agreement – whether or not it utilizes the Form on our Site -- should contain (a) a description of the Musical Material; (b) the date or dates and venues/distribution methods at which the DJ or Influencer has agreed to perform the Musical Material; (c) payment terms, and (d) any other terms and conditions as communicated between the DJ, Influencer and the Artist. Each party to the Performance Agreement acknowledges and agrees that it is contractually obligated to the other party and not Spinacity™, and that Spinacity™ is not a party to and will in no way be responsible for the performance of either the Artist or the DJ/Influencer under the Performance Agreement, except for facilitating the transmission of payment from the Artist to the DJ or Influencer in accordance with this Agreement. Spinacity™ does not make any representations or warranties of any kind in respect of a Performance Agreement. Both parties to the Performance Agreement also agree to act in good faith when negotiating and performing their obligations under each Performance Agreement.

[PLEASE NOTE:

There are three (4) different “User” categories on SPINACITY™ that involve certain separate registration procedures and/or separate terms and conditions: (1) Visitors; (2) Artists; (3) DJs (4) Social Influencers. This Agreement outlines the understandings and contractual commitments between SPINACITY™ and each of the three types of Users. It does not govern the understandings and contractual commitments that may be made between Artists, DJs and Influencers. SPINACITY™ may supplement this Agreement with posted guidelines or rules applicable to specific areas of the SPINACITY™ Website(s) or to one or more of the above-described User categories. In addition, SPINACITY™ may offer other services that are not governed by this Agreement, but rather by the terms of service of our respective service partners. SPINACITY™ reserves the right to amend this Agreement at any time. Except where the context requires otherwise, the term “User,” as used in this Agreement, means any one or more of the above-described User categories, whether collectively or individually.]

ARTISTS POSTING MUSICAL MATERIAL TO SPINACITY™

The Spinacity™ Platform permits subscribing Artists who register with us to post their Musical Material and view the Profiles of DJs & Influencers who have registered on our Platform and have chosen to allow Artists to view their Profiles. If a DJ or Influencer selects a particular Artist’s work through our Website, the DJ, Influencer and Artist may separately enter into a Performance Agreement on such terms and conditions as may be agreed to between the DJ, Influencer and the Artist. Every Performance Agreement must contain (a) a description of the services the DJ/Influencer will provide to the Artist, (b) payment terms, and (c) any other terms and conditions as communicated between DJ/Influencer and Artist through this Platform or otherwise. Both the DJ/Influencer and the Artist understand that they will be the parties to the Performance Agreement, and that Spinacity™ is not a party to and will in no way be responsible for the performance of either the DJ, Influencer or the Artist under any Performance Agreement, except for facilitating the transmission of payment from one party to the other on their instructions in accordance with these Terms of Use. Artist further understands and agrees that any content submitted through the Platform pursuant to a Performance Agreement and accepted by a DJ or Influencer shall remain publicly accessible on our Platform for a minimum of six (6) months after the Performance Agreement is finalized, or such greater term as specified in the Performance Agreement. Spinacity™ does not make any representations or warranties of any kind in respect of a Performance Agreement. Artist also agrees to act in good faith when negotiating and performing Artist’s obligations under each Performance Agreement.

You, the Artist, hereby agree to pay to Spinacity™ a fee equal to 50% percent (50%) of the fee agreed to between the Artist and the DJ or Influencer (the “Performance Fee”), or, if no amounts are payable by you in connection with a Performance Agreement, you shall pay to Spinacity™ an amount as determined by the then current fee schedule found on our Website (the “Fee”). You, the Artist, hereby agree that at no time will you enter into an agreement with, or make any payment to, a DJ, and Influencer or other party that has been introduced to you by or through our Website without utilizing the Spinacity™ Platform as the payment conduit for all payments you may make. If you make any payments in connection with a Performance Agreement other than through the Platform, you shall pay to Spinacity™ the Fee within fifteen (15) days of such payment. You will pay Spinacity™ the Fee even if you the DJ or Influencer fails fully or partially to perform under the Performance Agreement. Ordinarily, Spinacity™ will facilitate the transmission of payments from the Artist to the DJ, Influencer (or vice versa) in connection with a Performance Agreement (“Facilitated Payment”). You hereby authorize Spinacity™ to deduct our Fee from any such Performance Fee or Facilitated Payment prior to transferring the remaining funds to the other party on your instructions. You agree that Spinacity™ is not a trustee or fiduciary in respect of any Performance Fee, Facilitated Payments or any Performance Agreement. Spinacity™ reserves the right, at its sole discretion, to place a hold on your Performance Fee or Facilitated Payment if Spinacity™ determines that the funds may be subject to a breach of applicable law (e.g., fraud, money-laundering or “payola”), or if Spinacity™ is required to do so in order to cooperate with law enforcement.

Artists will be permitted to post musical works and other intellectual property within the SPINACITY™ Website for the purpose of promoting to DJs/Influencers any and all merchandise, materials, services, information, music, audio or video files, or any other images, photographs, materials, or content (collectively, “Musical Material”) that the Artist may post, upload or otherwise make available within the SPINACITY™ web domain. The Artist does hereby represent and warrant to SPINACITY™, with the intent that SPINACITY™ rely on such representation and warranty, that all such Musical Material and each and every element thereof -- including without limitation musical arrangements, titles, lyrics, melodies and/or any recordings thereof – is owned, controlled, or has been acquired to the extent such rights (including but not limited to copyrights) may be necessary to permit the use of such Musical Material as contemplated on the SPINACITY™ Website. The Artist shall be solely responsible for the Artist’s own Musical Material and the consequences of posting or publishing it. In connection with Musical Material, the Artist affirms, represents, and warrants that the Artist owns or has the necessary licenses, rights, consents, and permissions to use and authorize SPINACITY™ to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such Musical Material and to enable inclusion and use of the Musical Material in the manner contemplated by the SPINACITY™ Site and this Agreement. Artist further represents and warrants that the posting and/or exhibition and/or performance of such Musical Material by a DJ or Influencer does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person or entity. As among the Artist, our DJs, our Influencers and SPINACITY™, Artist agrees to pay and be responsible for all royalties, fees, and any other monies owing to any person or entity by reason of any Musical Material posted by Artist and/or exhibited and/or performed on or through the SPINACITY™ Website or under a Performance Agreement.. Artist grants to SPINACITY™, without charge, the rights necessary for SPINACITY™ to include such Musical Material on our Website and to use such Musical Material as needed to communicate the Artist’s work to our DJs and Influencers.

This limited license does not grant SPINACITY™ or its DJs and Influencers the right to sell, exploit or otherwise distribute Artist’s Musical Material in the absence of a Performance Agreement between the Artist and a DJ or Influencer participating on the SPINACITY™ Website. The above license granted by Artist will terminate within a commercially reasonable time after Artist removes or deletes Artist’s Musical Material from the SPINACITY™ Site. Artist understands and agrees, however, that SPINACITY™ may retain for a commercially reasonable time, but not display, distribute, or perform, server copies of Musical Material that has been removed or deleted.

SPINACITY™ does not permit copyright infringing activities and/or infringement of any other intellectual property rights on our Website, and Artist agrees that SPINACITY™ has authority under this Agreement to remove any or all of Artist’s Musical Material if properly notified that exhibition, display and/or performance of such Musical Material (or any portion thereof) infringes on a third party’s intellectual property rights. SPINACITY™ reserves the right to remove Musical Material without prior notice. Artist hereby represents and warrants that Artist owns and/or controls all rights necessary to provide said Musical Material to SPINACITY™ for display, performance and/or exhibition within the SPINACITY™ Website. If Artist wishes to perform Artist’s music on the SPINACITY™ Website, Artist must – and, by posting Musical Material on the SPINACITY™ Website, Artist warrants that Artist does -- own the rights necessary to display, exhibit and perform said Musical Material, both as to the sound recording (including without limitation such rights in all performances embodied in the sound recording) and the musical composition (the music and lyrics as originally composed by the composer(s)) or has the express written and signed authorization of each person who does own those rights. For example, if Artist wishes to post a song written by another individual, Artist may not do so without the songwriter’s written and signed permission. Similarly, if Artist wishes to post a sound recording owned by another individual or entity (for example, a music label), Artist may not do so without the owner’s written and signed permission. Artist must own or lawfully control all trademark rights and publicity rights of third parties depicted in any and all Musical Material that Artist posts on the SPINACITY™ Website. Artist also agrees that nothing in any Performance Agreement between the Artist and a DJ or Influencer (or another person introduced to the Artist on or through our Website) will or may violate any provision of law making unlawful so-called “Payola” arrangements between the owner of Musical Material and any individual or entity subject to such laws.

Since binding contracts may only be entered into by adults, minors (in most jurisdictions, persons under the age of eighteen (18)) may not post Musical Material to the SPINACITY™ Site without the written, signed permission of a parent or guardian. Artist (or, as appropriate, Artist’s parent or legal guardian) is solely and completely responsible for all activities of Artist undertaken within the SPINACITY™ web domain, including but not limited to any and all content provided by Artist, any and all comments of Artist, and any other activities of Artist within the SPINACITY™ Website. Artist hereby agrees and acknowledges that Artist is absolutely prohibited from violating or infringing upon the publicity rights, privacy rights, copyright, trademark rights, intellectual property rights, or any other rights of any kind, of any third parties, of any Visitor, or of any other user of the SPINACITY™ Website.

Artist hereby agrees to defend, indemnify and hold harmless SPINACITY™, its owners, officers, directors, employees, personnel, and/or agents, from and against any and all claims, damages, suits, allegations, losses, costs and expenses (including attorney fees, whether in respect of transactions or litigations, including without limitation all stages of litigation) incurred or alleged against SPINACITY™ which are caused by, or arise out of, any infringements, violations, harassment, activities, postings, content, information or materials (Musical Material or otherwise) posted, supplied, uploaded, downloaded, or otherwise provided by Artist or any Performance Agreement entered into by Artist and another party to whom the Artist has been introduced on or through the SPINACITY™ web domain.

[If you are a copyright owner or an agent thereof (“Owner”) and believe that any Musical Material or other material infringes upon Owner’s copyright(s), rights of publicity, or any other rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing SPINACITY’s Legal Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

-- A physical or electronic signature of a person authorized to act on behalf of the Owner of a legal right that is allegedly infringed;

-- Identification of the copyrighted work or other legal right claimed to have been infringed, or, if multiple materials on the SPINACITY™ Website are intended to be covered by a single notification, a representative list of such works;

-- Identification of the material that is claimed to be infringing, the subject of infringing activity or is violative of any other legal right and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SPINACITY™ to locate the material;

-- Information reasonably sufficient to permit SPINACITY™ to contact Owner, such as an address, telephone number, and, if available, an electronic mail address;

-- A statement that Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Owner or the law; and

-- A statement that the information in the notification is accurate, and, under penalty of perjury, that Owner is authorized to act with regard to the legal right that is allegedly infringed.

SPINACITY's designated Legal Agent to receive notifications of claimed infringement is: Spinacity, LLC.; email: info@spinacity.com; For clarity, only DMCA or other legal notices should go to SPINACITY’s Legal Agent; any other feedback, comments, requests for technical support, and other communications should be directed to SPINACITY™ through info@spinacity.com. Owner acknowledges that failure to comply with all of the above requirements may render Owner’s legal notice not valid.]

Artist also hereby indemnifies SPINACITY™ and agrees to hold SPINACITY™ harmless from any and all liability, claim, action, expense and loss of any kind (including reasonable attorney fees at all stages of the legal process, whether transactional or litigation-related, and at all levels of litigation) caused by or arising from SPINACITY’s use of Artist’s Musical Material and/or arising out of any breach or alleged breach by Artist of any provision of this Agreement and/or any statement, action or failure to act by Artist in connection with this or any other website owned or controlled by SPINACITY™.

Artist hereby agrees that SPINACITY™ is fully empowered to display, exhibit and/or perform all such Musical Material. Artist agrees fully to defend, indemnify and hold SPINACITY™ harmless from and against any and all claims, disputes, allegations, suits, losses, costs and expenses (including but not limited to attorney fees at all stages of the legal process, both transactional and litigation-related, including but not limited to all stages of litigation) arising out of or in any way relating to SPINACITY’s exhibition, display and/or performance of said Musical Material or any Performance Agreement entered into by Artist with another party to which SPINACITY™ has introduced Artist.

Artist hereby agrees to notify SPINACITY™ immediately of any unauthorized use of Artist’s Musical Material or any other breach of security. SPINACITY™ will have no liability whatsoever to Artist or to any third parties arising out of or related to any usage by Artist or any third parties of Artist’s Musical Material or account information, whether with or without Artist’s knowledge. Artist will be held liable for, and will fully defend, indemnify and hold harmless SPINACITY™ and/or any third party, from losses or any other expenditure arising from unauthorized, illegal or prohibited use of Artist’s Musical Material or account information.

Artist further understands and agrees that, by posting Musical Material to the SPINACITY™ Website, Artist and SPINACITY™ (who are sometimes referred to below as “Party” or “Parties”) have entered into all of the following specific agreements:

-- that SPINACITY™ is not a party to agreements between a DJ, and Influencer and a SPINACITY™ Artist and has no responsibility for the performance of either party under any such agreement.

-- Artist is not subject to any agreement with or obligation to any third party that is inconsistent with the terms of Artist’s grants and/or commitments made herein to SPINACITY™;

-- Artist agrees that SPINACITY™ may, through SPINACITY’s proprietary systems, measure the absolute and comparative popularity of Artist’s Musical Material for Users of the SPINACITY™ Website and publicly report the results of said popularity measures in any and all media (whether now existing or hereafter developed, invented or devised), including but not limited to reporting to the DJs and Influencers participating in the SPINACITY™ Website;

-- Artist, by posting Musical Material on the SPINACITY™ website, simultaneously and automatically agrees that, in consideration of SPINACITY’s acceptance and making available such Musical Material to DJs, Influencers and others, Artist grants to SPINACITY a “right of first refusal” in Artist’s subsequent activities in the music industry, as follows:

(1) The right to match (in substance) any offer made to Artist by any third-party entity, and the obligation of Artist to accept said offer from SPINACITY™ in preference to any such third-party entity; and/or

(2) The right to offer and negotiate with Artist -- prior to (or at SPINACITY’s unilateral option, simultaneous with) the commencement of any negotiation between Artist and any third-party entity -- the terms of an “Exclusive Recording and Performing Agreement,” in form and substance identical to the agreement attached as “Attachment A” to this Agreement; and/or

(3) The exclusive (even as to Artist) right to negotiate with any third-party entity the terms of any agreement between Artist and said third-party entity, including without limitation a share of revenues from any such agreement that will be received and retained by SPINACITY™

DJ(s) and Influencers POSTING THEIR AVAILABILITY ON SPINACITY™

DJs & Influencers who wish to announce their availability to Artists posting Musical Material to our Site agree with SPINACITY™

-- that the Site may report the DJs’ & Influencers availabiltiy to such Artists;

-- that the DJ & Influencer will enter into agreements with Artists which are, in form and substance, materially identical to the “Form” Performance Agreement contained elsewhere on the SPINACITY™ Website;

-- that the DJ & Influencer will strictly abide by the terms and conditions in his/her agreement with any Artist posting Musical Material on SPINACITY™; and

-- that SPINACITY™ is not a party to agreements, including but not limited to any Performance Agreement, between a DJ, Influencer and a SPINACITY™ Artist and has no responsibility for the performance of either party under any such agreement.

SPINACITY™ reserves the right to refuse to continue to include any DJ or Influencer on our Website should SPINACITY™ conclude, in its sole and final discretion, that the DJ or Influencer has violated his/her agreement with a SPINACITY™ Artist or if SPINACITY™, in its sole judgment, perceives a pattern of complaints by Artists against a particular DJ or Influencer.

You, the DJ, you, the Influencer hereby agree that at no time will you enter into an agreement with, or accept any payment from, an Artist or other party that has been introduced to you on or through our Website without utilizing the Spinacity™ Platform as the payment conduit for all such payments you may receive. DJs and Influencers agrees that Spinacity™ and the DJ or Influencer will share equally in the net revenue of all such payments. DJ and Influencer also agrees that nothing in any Performance Agreement between the DJ, the Influencer and a Spinacity-registered Artist (or another person introduced to the DJ or Influencer on or through our Website) will or may violate any provision of law making unlawful so-called “Payola” arrangements between the owner of Musical Material and any individual or entity subject to such laws.

DJs and Influencers will be permitted to post original musical works and other intellectual property within the SPINACITY™ Website for the purpose of promoting their availability, services and appearances to Artists and other Users of our Website. In posting any such material (“DJ Material”) (“Influencer” Material) to SPINACITY™, the DJ & Influencer does hereby represent and warrant to SPINACITY™, with the intent that SPINACITY™ rely on such representation and warranty, that all such DJ Material, Influencer Material and each and every element thereof -- including but not limited to musical arrangements, titles, lyrics, melodies and/or any recordings thereof, and electronic or printed material – is owned, controlled, or has been acquired to the extent such rights (including without limitation copyrights) may be necessary to permit the use of such DJ & Influencer Material (including without limitation performance, display and exhibition thereof) as contemplated on the SPINACITY™ Website.

As between the DJ, the Influencer and SPINACITY™ the DJ and Influencer shall be solely responsible for the DJ and Influencers own DJ and Influencer Material and the consequences of posting or publishing it. In connection with all DJ & Influencer Material, DJ & Influencer affirms, represents, and warrants that DJ & Influencer owns or has the necessary licenses, rights, consents, and permissions to use and authorize SPINACITY™ to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such DJ Material, Influencer Material, and to enable inclusion and use of the DJ & Influencer Material in the manner contemplated by the SPINACITY™ Site and this Agreement. DJs & Influencers further represents and warrants that the posting by DJs & Influencers and/or the exhibition and/or performance of such DJ & Influencer Material by SPINACITY™ does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person or entity. As between DJ, Influencer and SPINACITY™, DJs and Influencers agrees to pay and be responsible for all royalties, fees, and any other monies owing to any person or entity by reason of any DJ or Influencer Material posted by DJs or Influencers and/or exhibited and/or performed on or through the SPINACITY™ Website.

DJ and Influencer hereby grants to SPINACITY™, without charge, the rights necessary for SPINACITY™ to include such DJ & Influencer Material on our Website and to use such DJ & Influencer Material on or in connection with any website and/or other medium owned or controlled by SPINACITY™. For the avoidance of doubt, by submitting such DJ & Influencer Material to SPINACITY™, DJs and Influencers thereby grants to SPINACITY™ a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, display, and perform the DJ & Influencer Material in connection with the SPINACITY™ Website, including (but not limited to) for the purpose of promoting and redistributing part or all of the SPINACITY™ Website (and derivative works therefrom) in any media formats and through any media channels. DJs & Influencers also hereby grants each other User of the SPINACITY™ Website a non-exclusive license to access said DJ and Influencer Material through the SPINACITY™ Website. This limited license does not grant SPINACITY™ or its Users the right to sell, exploit or otherwise distribute any DJ, Influencers Material. The above licenses granted by DJ/Influencer will terminate within a commercially reasonable time after DJ/Influencer removes or deletes DJ and Influencers Material from the SPINACITY™ Site. DJs & Influencers understand and agrees, however, that SPINACITY™ may retain for a commercially reasonable time, but not display, distribute, or perform, server copies of DJ and Influencer Material that has been removed or deleted.

SPINACITY™ does not permit copyright infringing activities and/or infringement of any other intellectual property rights on its Website, and DJ/Influencer agrees that SPINACITY™ has authority under this Agreement to remove any or all of the DJ or Influencers Material if properly notified that exhibition, display and/or performance of such DJ & Influencer Material (or any portion thereof) infringes on a third party’s intellectual property rights. SPINACITY™ reserves the right to remove DJ or Influencers Material without prior notice. DJ & Influencer hereby represents and warrants that the DJ/ Influencer has received and owns all rights necessary to provide said DJ & Influencer Material to SPINACITY™ for display, performance and/or exhibition within the SPINACITY™ Website. For example, if DJ or Influencer wishes to provide videos of DJ’s and Influencers prior performances on the SPINACITY™ Website, DJ/Influencer must – and, by posting DJ & Influencer Material on the SPINACITY™ Website, DJ/Influencer warrants that DJ/Influencer does -- own the rights necessary to display, exhibit and perform said videos, including but not limited to audiovisual works, the sound recording (including without limitation such rights in all performances embodied in the sound recording) and the musical composition (the music and lyrics as originally composed by the composer(s)) or has the express written and signed authorization of each person who does own those rights. DJs & Influencers must own, or lawfully have been licensed, all trademark rights and publicity rights of third parties required for the exhibition, display and/or performance of any and all DJ/ Influencer Material that DJs & Influencers posts on the SPINACITY™ Website.

Since binding contracts may only be entered into by adults, minors (in most jurisdictions, persons under the age of eighteen (18)) may not post DJ/Influencer Material to the SPINACITY™ Site without the written, signed permission of a parent or guardian. DJs & Influencers (or, as appropriate, DJ’s and Influencers parent or legal guardian) is solely and completely responsible for all activities of DJ and Influencer undertaken within the SPINACITY™ web domain, including but not limited to any and all content provided by a DJ & Influencer, any and all comments of a DJ & Influencer, and any other activities of a DJ & Influencer within the SPINACITY™ Website. DJs and Influencers hereby agrees and acknowledges that DJs and Influencers are absolutely prohibited from violating any applicable laws or infringing upon the publicity rights, privacy rights, copyright, trademark rights, intellectual property rights, or any other rights of any kind, of any third parties, of any Visitor, of any Artist, or of any other User of the SPINACITY™ Website. DJs and Influencers hereby agrees to defend, indemnify and hold harmless SPINACITY™, its owners, officers, directors, employees, personnel, and/or agents, from and against any and all claims, damages, suits, allegations, losses, costs and expenses (including attorney fees, whether in respect of transactions or litigations, including without limitation all stages of litigation) incurred or alleged against SPINACITY™ which are caused by, or arise out of, any violations of law, infringements, violations, harassment, activities, postings, content, information or materials (DJ/Influencer Material or otherwise) posted, supplied, uploaded, downloaded, or otherwise provided by DJs and Influencers.

[If you are a copyright owner or an agent thereof (“Owner”) and believe that any DJ/ Influencer Material or other material infringes upon Owner’s copyright(s), rights of publicity, or any other rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing SPINACITY’s Legal Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further details):

-- A physical or electronic signature of a person authorized to act on behalf of the owner of a legal right that is allegedly infringed;

-- Identification of the copyrighted work or other legal right claimed to have been infringed, or, if multiple materials on the SPINACITY™ website are intended to be covered by a single notification, a representative list of such works;

-- Information reasonably sufficient to permit SPINACITY™ to contact Owner, such as an address, telephone number, and, if available, an electronic mail address;

-- A statement that Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Owner or the law; and

-- A statement that the information in the notification is accurate, and under penalty of perjury, that Owner is authorized to act with regard to the legal right that is allegedly infringed.

SPINACITY's designated Legal Agent to receive notifications of claimed infringement is: Barry Chase; email:info@spinacity.com;. For clarity, only DMCA or other legal notices should go to SPINACITY’s Legal Agent; any other feedback, comments, requests for technical support, and other communications should be directed to SPINACITY™ through info@spinacity.com. Owner acknowledges that failure to comply with all of the above requirements may render Owner’s legal notice not valid.]

You, the DJ, you the Influencer, hereby agree that Spinacity™ will retain a fee equal to fifty percent (50%) of the amounts payable to you under each Performance Agreement or, if no amounts are payable to you in connection with a Performance Agreement, you shall pay to Spinacity™ an amount as determined by the then-current fee schedule that can be found on our Website (the “Fee”). Spinacity’s payments to you as a DJ and Influencer will be made on a monthly basis, no later than 30 days after the close of the month in which we receive payment from the Artist.

You, the DJ, you the Influencer hereby agree that at no time will you enter into an agreement with, or accept any payment from, an Artist or other party that has been introduced to you on or through our Website without utilizing the Spinacity™ Platform as the payment conduit for all such payments you may receive. You understand that Spinacity™ will retain its share of the Fee prior to forwarding your share to you.

If, notwithstanding the above, you receive any payments in connection with a Performance Agreement other than through the Platform, you shall pay to Spinacity™ Spinacity’s share of the Fee within fifteen (15) days of such payment. You will pay Spinacity™ the Fee even if the you or the Artist fails to perform fully or partially under the Performance Agreement. Ordinarily, Spinacity™ will facilitate the transmission of payments from the Artist to the DJ/Influencer (or vice versa) in connection with a Performance Agreement (“Facilitated Payment”). You hereby authorize Spinacity™ to deduct our Fee from any such Facilitated Payment prior to transferring the remaining funds to the other party. You agree that Spinacity™ is not a trustee or fiduciary in respect of any Performance Fee, Facilitated Payment or any Performance Agreement. Spinacity™ reserves the right, at its sole discretion, to place a hold on a Performance Fee or Facilitated Payment, if Spinacity™ determines that the funds may be subject to a breach of applicable law (e.g., fraud, “Payola” or money laundering), or if Spinacity™ is required to do so in order to cooperate with law enforcement.

DJs and Influencers hereby indemnifies SPINACITY™ and agrees to hold SPINACITY™ harmless from any and all liability, claim, action, expense and loss of any kind (including reasonable attorney fees at all stages of the legal process, whether transactional or litigation-related at all levels of litigation) caused by or arising from SPINACITY’s use of DJ’s and Influencers Material and/or arising out of any breach or alleged breach by DJ/Influencer of any provision of law or this Agreement and/or any statement, action or failure to act by DJ/ Influencer in connection with this or any other Website owned or controlled by SPINACITY™.

DJ & Influencer hereby agrees that SPINACITY™ is fully empowered to display, exhibit and/or perform all DJ & Influencer Material. DJ and Influencer agrees fully to defend, indemnify and hold SPINACITY™ harmless from and against any and all claims, disputes, allegations, suits, losses, costs and expenses (including but not limited to attorney fees at all stages of the legal process, including but not limited to all stages of litigation) arising out of or in any way relating to SPINACITY’s exhibition, display and/or performance of said DJ and Influencer Material.

DJ & Influencer also agrees to notify SPINACITY™ immediately of any unauthorized use of DJ’s and Influencers Material or any other breach of security. SPINACITY™ will have no liability whatsoever to DJs, Influencers or to any third parties arising out of or related to any usage by DJ, Influencers or by any third parties of DJ’s and Influencers Material or account information, whether with or without DJ’s and Influencers knowledge. DJs and Influencers will be held liable for, and will fully defend, indemnify and hold harmless SPINACITY™ and/or any third party, from losses or any other expenditure arising from unauthorized, illegal or prohibited use of DJ’s and Influencers Material or account information.

DJ & Influencer understands and agrees that, by posting DJ & Influencer Material to the SPINACITY™ Website, DJ, Influencer and SPINACITY™ have agreed that DJ & Influencer is not subject to any agreement with or obligation to any third party that is inconsistent with the terms of DJ’s and Influencers grants and/or commitments made herein to SPINACITY™.

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: info@spinacity.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

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

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™.

Despite our efforts to provide accurate information, this Site may contain technical or other mistakes, inaccuracies or typographical errors. As a convenience, our Site may link to other sites that may be of interest to you but are not under SPINACITY’s control. These links do not imply endorsement by SPINACITY™, and we are not responsible for the availability of or the content contained in any linked site. The SPINACITY™ Site may contain or use technology that provides SPINACITY™ and its affiliates with information regarding your use of this Site, or which permits SPINACITY™ to audit your compliance with this Agreement via the use of software designed to track and identify Content. Please consult SPINACITY’s Privacy Policy for specific information on SPINACITY’s policies for use of your personal information.

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™.

Your use of the Site is subject to our Privacy Policy. . You agree that you have read our Privacy Policy, and that it is reasonable and acceptable to you. Your acceptance of this Agreement is also your consent to the information practices in our Privacy Policy.

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.

Viruses

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.

Electronic Notification

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.

Class-Action Waiver

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.

MISCELLANEOUS

(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