User Agreement


NOTE: YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT.

Terms and Conditions of Use

These Terms and Conditions of Use (the “Terms” or “Terms of Use”) are an agreement between You and Agency Spotter Inc., a Delaware corporation (“Agency Spotter”). The www.agencyspotter.com website, and all associated sites linked thereto by Agency Spotter, its subsidiaries and affiliates (collectively, the “Site”) and the products and services offered thereby, are owned and operated by Agency Spotter. The Terms apply to Your use of the Site. Please read these Terms carefully before You enter the Website. In these Terms, “You” or “Your” means any person or entity using the Site. Unless otherwise stated, “We” or “Our” will refer collectively to Agency Spotter and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.

If You do not agree to these Terms, please don’t use the Site. By registering for and/or using the Site, Services, any premium service offered through the Site, any developer platform or other services or information provided as part of the Site or Agency Spotter services (collectively, “Services”), you agree that you are bound by the terms and conditions of this Agreement, and you represent and warrant that you have full power, authority and legal capacity to enter into these Terms of Use. If you are using the Site or Services on behalf of a legal entity, you are nevertheless individually bound by these Terms of Use even if your company has a separate agreement with us.

Should You object to any of the Terms or any subsequent modifications thereto, or become dissatisfied with the Site in any way, Your only recourse is to immediately discontinue use of the Site. Agency Spotter has the right, but is not obligated, to strictly enforce the Terms through self-help, community moderation, active investigation, litigation and prosecution.

These Terms of Use were last updated on December 31, 2012 (the “Effective Date”).

1. Use of Site, Services and Content.
(a) Provided that you comply with all of your obligations under these Terms of Use, Agency Spotter will provide the Services to you solely for Your personal use and for purposes permitted in these Terms of Use and any applicable laws or regulations. Your rights to use the Services are non-exclusive and non-transferable.

(b) Agency Spotter will use commercially reasonable efforts to make the Services available on a 24 hours a day, 7 days a week, and 365 days a year basis, subject to Section 23 below and to downtime for maintenance purposes.

(c) Agency Spotter may from time to time modify the Services and add, change, or delete features of the Services in its sole discretion, without notice to you. Your continued use of the Service after any such changes to the Service constitutes your acceptance of these changes. Agency Spotter will use commercially reasonable efforts to post information on the Site regarding material changes to the Services.

(d) The contents of the Site, such as text, graphics, images, logos, user interfaces, visual interfaces, photographs, button icons, software, trademarks, sounds, music, artwork and computer code, and other Agency Spotter content (collectively, “Agency Spotter Content”), are protected under both United States and foreign copyright, trademark and other laws. All Agency Spotter Content is the property of Agency Spotter or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Agency Spotter and is protected by United States and foreign copyright, trademark, and other laws. Unauthorized use of the Agency Spotter Content may violate these laws, and is strictly prohibited. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Agency Spotter Content on any authorized copy You make of the Agency Spotter Content.

(e) You agree not to sell or modify the Agency Spotter Content or reproduce, display, publicly perform, distribute, or otherwise use the Agency Spotter Content in any way for any public or commercial purpose, in connection with products or services that are not those of the Site, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Agency Spotter or its licensors, that dilutes the strength of Agency Spotter’s or its licensor’s property, or that otherwise infringes Agency Spotter’s or its licensor’s intellectual property rights. You further agree to in no other way misuse Agency Spotter Content that appears on this Site. Any code that Agency Spotter creates to generate or display any Agency Spotter Content or the pages making up the Website is also protected by Agency Spotter’s copyright and You may not copy or adapt such code.

2. Site Restrictions. You may not use the Site in order to transmit, post, distribute, store or destroy material, including without limitation, the Agency Spotter Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, (c) that is defamatory, obscene, threatening, abusive or hateful, or (d) that is in furtherance of criminal, fraudulent, or other unlawful activity. You are also prohibited from violating or attempting to violate the security of the Site and Services, including without limitation, the following activities: (a) accessing or attempting to access data not intended for You or logging into a server or account which You are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user of the Site or Services, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil and/or criminal liability.

3. Specific Prohibited Uses. The Agency Spotter Content and other features of the Site may be used only for lawful purposes. Agency Spotter specifically prohibits any other use of the Site, and You agree not to do any of the following: (a) use the Site for any purpose other than as a platform for connecting businesses and agencies, including but not limited to using the information in the Website to sell or promote any products or services; (b) post or submit to the Website any incomplete, false or inaccurate biographical information or information which is not Your own; (c) post on the Website any franchise, pyramid scheme or “club membership”; (d) send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services to any other user(s) of the Website; (e) delete or revise any material posted by any other person or entity; (f) take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure; (g) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other automatic device, program, algorithm, methodology or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available from Agency Spotter on the Website and other than through generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); (h) decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Website; or (i) aggregate, copy or duplicate in any manner any of the Agency Spotter Content or information available from the Website, without express written consent from Agency Spotter.

4. Registration; Privacy Policy. When You register with the Website, You will be asked to create an account and provide Agency Spotter with certain information including, without limitation, a valid email address (Your “Information”). By agreeing to these Terms and Conditions, You agree to the terms of the Agency Spotter Privacy Policy and acknowledge that Information You submit will be used in accordance with Agency Spotter’s Privacy Policy.

5. Account Registration.

(a) Certain features or services offered on or through the Site to users or agencies may require you to open a user or agency account (“Agency Account”) (including setting up a user ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please email us at [email protected] You agree to notify Agency Spotter immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Agency Spotter or any other user of or visitor to the Site due to someone else using your Agency Spotter ID, password or account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s Agency Spotter ID, password or account at any time without the express permission and consent of the holder of that Agency Spotter ID, password or account. Agency Spotter cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Agency Spotter may verify Agency Accounts to confirm that such accounts meet Agency Spotter’s minimum requirements to be an agency, as the same may be modified or amended from time to time, and may assign an administrator to such verified Agency Account.

(b) To eligible to use the Site and the Services, you must meet the following criteria and represent and warrant that you: (i) are at least 18 years of age; (ii) are not currently restricted from the Site or Services, and are not otherwise prohibited from having an Agency Spotter account, (iii) are not a competitor of Agency Spotter or are not using the Site or Services for reasons that are in competition with Agency Spotter, (iv) will only maintain one Agency Spotter account at any given time, (v) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are bound, (vi) will not violate any rights of Agency Spotter, including intellectual property rights such as copyright and trademark rights, and (vii) agree to provide at your cost all equipment, software and internet access necessary to use the Site or Services.

6. User Content and Submissions. You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted or displayed by You on or through the Website (“User Content”) is the sole responsibility of the person from which such User Content originated. Agency Spotter claims no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content You submit, post or display on or through Agency Spotter and You are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Agency Spotter, You grant Agency Spotter a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through Agency Spotter. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, You grant Agency Spotter a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting Agency Spotter Services. Agency Spotter will discontinue this licensed use within a commercially reasonable period after such User Content is removed from the Site. Agency Spotter reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.

You also represent and warrant that You have the right to grant, or that the holder of any rights has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. If You post User Content in any public area of the Website, You also permit any user of the Website to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the Website retains any and all rights that may exist in such User Content.

Agency Spotter has no obligation to screen User Content, communications or information in advance and is not responsible for screening or monitoring User Content posted by any user of the Website. However, Agency Spotter may review and remove any User Content that, in its sole judgment, violates these Terms of Use, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, users of the Website. Agency Spotter reserves the right to prevent You from further access to the Website for violating these Terms or applicable laws, rules or regulations. Agency Spotter may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Agency Spotter, damage Agency Spotter’s brand or public image, or cause Agency Spotter to lose (in whole or in part) the services of its ISPs or other suppliers.

Agency Spotter does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or endorse any opinions expressed by users of the Website. You acknowledge that any reliance on material posted by other users will be at Your own risk.

The following is a partial list of User Content that is prohibited on the Website. Prohibited Content includes, but is not limited to, Content that: is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual; harasses, incites harassment or advocates harassment of any group or individual; involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes or endorses an illegal or unauthorized copy of another person’s copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; contains restricted or password only access pages, or hidden pages or images; displays or links to pornographic, indecent or sexually explicit material of any kind; provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or provides instructional information about illegal activities or other activities prohibited by these Terms and Conditions, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating any media; and/or solicits passwords or personal identifying information from other users.

It is your responsibility to keep your Agency Spotter profile information accurate and updated.

7. User-to-User Communications and Sharing (Agency Spotter Groups, Ratings, Reviews, Updates, Agency Pages, etc.). Agency Spotter offers various forums such as Agency Spotter Groups, Ratings, Reviews, and Updates, where you can post your observations and comments on designated topics. Agency Spotter also enables sharing of information by allowing users to post updates, including links to news articles and other information such as product recommendations, job opportunities, and other content to their profile and other parts of the Site, such as Agency Spotter Groups and Agency Pages. Agency Spotter members can create Agency Spotter Groups and Agency Pages for free; however, Agency Spotter may close or transfer Agency Spotter Groups or Agency Pages, or remove content from them if the content violates these Terms or others’ intellectual property rights. To create an Agency Spotter Agency Page, the Agency must be a company or legal entity that meets Agency Spotter’s minimum requirements for an Agency, and you must have the authority to create the Agency Page on behalf of the third party Agency.

8. Separate Agreements; Other Terms and Conditions. Additional terms and conditions may apply to purchases of services that we offer for a fee either on a one-time or subscription basis (“Premium Services”) and to specific portions or features of the Site, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any Premium Service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service. Agency Spotter’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements. Agency Spotter may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Agency Spotter makes no commitment to update the materials on the Site with respect to such products and services. If you purchase Premium Services, you agree that Agency Spotter may store your payment card information, and agree to pay all applicable fees for the Premium Services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue payments.

9. Digital Millennium Copyright Act. (a) If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing our Copyright Agent with the following information in writing in a DMCA Notice of Alleged Infringement (the “Notice”) (see 17 U.S.C 512(c)(3) for further detail):

(i) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(ii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(iii) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(iv) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

(v) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

(vi) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send your Notice to Agency Spotter’s designated Copyright Agent, as follows:

Agency Spotter, Attn: Copyright Agent, 318 Cherokee Ave SE, Suite 107, Atlanta GA 30312 USA

For clarity, only DMCA Notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to: [email protected] You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA Notice may not be valid.

Upon receipt of a Notice, Agency Spotter will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Site and/or termination of the User’s account in appropriate circumstances. Please note that a Complainant may be liable for damages (including costs and attorneys’ fees) if he or she knowingly makes a material misrepresentation that content is infringing.

(b) Counter Notices
(i) If you have posted material subject to a DMCA Notice that allegedly infringes a copyright (the “Counterclaimant”), you may send Agency Spotter a written Counter Notice pursuant to Section 512(g), (ii) and 512(g), (iii) of the DMCA. When Agency Spotter receives a Counter Notice, it may, in its discretion, reinstate the material in question not less than ten (10) nor more than fourteen (14) days after receiving the Counter Notice unless Agency Spotter first receives notice from the Claimant that he or she has filed a legal action to restrain the allegedly infringing activity.  Please note that Agency Spotter will send a copy of the Counter Notice to the address provided by the Claimant. A Counterclaimant may be liable for damages (including costs and attorneys’ fees) if he or she knowingly makes a material misrepresentation that that material or activity was removed or disabled by mistake or misidentification.

DMCA NOTICE OF ALLEGED INFRINGEMENT

Please include in the Counter Notice:

1. 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.

2. A statement under penalty of perjury that you have 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.

3. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Agency Spotter may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) of the DMCA or an agent of such person.

4. Your physical or electronic signature.


Deliver this Counter Notice to Agency Spotter’s Designated Copyright Agent:

Agency Spotter, Attn: Copyright Agent, 318 Cherokee Ave SE, Suite 107, Atlanta, Georiga 30312 USA



(c) AGENCY SPOTTER HAS NO OBLIGATION TO ADJUDICATE CLAIMS OF INFRINGEMENT – EACH USER’S AGREEMENT TO HOLD AGENCY SPOTTER HARMLESS FROM CLAIMS. Claimants, Counterclaimants, and users understand that Agency Spotter is not an intellectual property tribunal. While Agency Spotter may, in its discretion, use the information provided in a DMCA Notice and Counter Notice in order to decide how to respond to infringement claims, Agency Spotter is not responsible for determining the merits of such claims. If a Counterclaimant responds to a claim of infringement by providing a Counter Notice, the Counterclaimant agrees that if Agency Spotter restores or maintains the content, the Counterclaimant will defend and hold Agency Spotter harmless from any resulting claims of infringement against Agency Spotter.

10. Advertisements and Other Potential Sources Of Revenue. Some of the Services may now or in the future be supported by advertising revenue, pay-per-click mechanisms, or other funding, and the Site may display advertisements and promotions. These advertisements may be targeted to the content of information stored via the Site, queries made through the Services, or other criteria. The manner, mode and extent of advertising on the Site are subject to change without specific notice to you. In consideration for Agency Spotter granting you access to and use of the Site and the Services, you agree that the Agency Spotter may place such advertising on the Site and/or incorporate such advertisements into the Services.

11. DISCLAIMERS. THE SITE AND ITS CONTENT AND THE SERVICES ARE PROVIDED “AS IS” AND AGENCY SPOTTER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ABOUT THE IMAGES OR SITE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. AGENCY SPOTTER DOES NOT WARRANT THAT ACCESS TO THE SITE OR ITS CONTENTS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AGENCY SPOTTER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT ON THE SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ACCORDINGLY, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. YOU (AND NOT AGENCY SPOTTER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RESULTING FROM COMPUTER MALFUNCTION, VIRUSES OR THE LIKE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

12. Limitation on Liability. Neither Agency Spotter, nor its licensors, representatives, affiliates, employees, shareholders or directors (collectively, “Agency Spotter Affiliates”), shall be cumulatively responsible or liable for (a) any damages in excess of three (3) times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any damages of any kind including, without limitation, lost business, profits or data (or the cost to recreate such data), direct, indirect, incidental, consequential, compensatory, exemplary, special or punitive damages that may result from Your access to or use of Website, the Agency Spotter Content, or the Services, or any content or other materials on, accessed through or downloaded from the Site. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and the fees herein reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy, whether your claim is based in contract, tort, statute or any other legal theory, and whether we knew or should have known about the possibility of such damages; provided, however, that this limitation of liability shall not apply if you have entered into a separate written agreement to purchase Premium Services with a separate Limitation of Liability provision that expressly supersedes this Section in relation to those Premium Services.

13. Indemnification. In the event that You use the Website, the Agency Spotter Content, or any portion thereof, in any manner not authorized by Agency Spotter, or if You otherwise infringe any intellectual property rights or any other rights relating to other users, You agree to indemnify and hold Agency Spotter, its subsidiaries, affiliates, licensors and representatives, harmless against any losses, expenses, costs or damages, including reasonable attorneys’ fees, incurred by them as a result of unauthorized use of the Website or the Agency Spotter Content and/or Your breach or alleged breach of these Terms and Conditions.

14. Intellectual Property.

(a) You agree that Agency Spotter and its licensors own all intellectual property rights in and to the Services, the Site and related Software, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith.

(b) You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party for such third party’s benefit.

(c) You may make a single copy of the Downloaded Software for backup purposes only; provided that any such copies contain the same proprietary rights notices that appear on the Downloaded Software. Agency Spotter reserves all rights in the Services and Software not expressly granted to you hereunder. As used herein, “Software” means Agency Spotter’s proprietary software used to deliver the Services, made available to you as part of the Site and/or Services, and all updates and associated documentation thereto made available as a part of the Site or Services pursuant to these Terms, including Downloadable Software. The term “Downloadable Software” means client software downloaded by you from the Site that augments your use of the Site and/or Services, including add-ins, sample code, APIs and ancillary programs.

(d) Agency Spotter shall have a perpetual, royalty-free, worldwide, and transferable license to use or incorporate into the Site and Services any suggestions, ideas, enhancements, feedback, or other information provided by you related to the Site or Services.

(e) Agency Spotter may derive and compile aggregated and/or analytical information from your usage of the Site and Services. Such aggregated data and metadata may be used for Agency Spotter’s own purposes without restriction, including, but not limited to, using such data in conjunction with data from other sources to improve Agency Spotter’s products and services and to create new products.

15. Third Party Software and Features; Agency Spotter Applications. (a) Agency Spotter may make software from third-party companies available to You. To download such software, You may be required to agree to the respective software licenses and/or warranties of such third-party software. Each software product is subject to the individual company’s terms and conditions, and the agreement will be between You and the respective company. This means that Agency Spotter does not guarantee that any software You download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. Agency Spotter does not offer any warranty on any third-party software You download using the Site. Further, the Site and/or Service may contain features, functionality and information that are provided through or by third-party content, software, websites, and/or system (“Third Party Materials”). Your use and access of these features and functionality are subject to the terms published or otherwise made available by the third-party providers of Third Party Materials. Agency Spotter has no responsibility for any Third-Party Materials, and you irrevocably waive any claim against Agency Spotter with respect to such Third-Party Materials.

(b) Agency Spotter may also offer the Services through applications built using Agency Spotter’s platform (“Agency Spotter Applications”), including smart phone applications, “Share” and other similar buttons and other interactive plugins distributed on websites across the Internet. Agency Spotter Applications are distinct from Third-Party Materials and applications address in Section 14(a), above. If you use an Agency Spotter application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing Agency Spotter plugins that load in your browser may be communicated to us. You acknowledge that you are responsible for all charges and necessary permissions related to accessing Agency Spotter through your mobile access provider. You should therefore check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

16. International Use. Agency Spotter makes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

17. Dispute Resolution. These Terms and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the State of Georgia, regardless of your country of origin or where you access Agency Spotter, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Agency Spotter agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in Fulton County, Georgia, except as otherwise mutually agreed in writing by the parties or as described in the Arbitration option in Section 16(b), below. You and Agency Spotter agree to submit to the personal jurisdiction of the courts located within Fulton County, Georgia, for the purpose of litigating all such claims. Notwithstanding the foregoing, you agree that Agency Spotter shall still be allowed to seek injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

18. Arbitration. You agree that any dispute, claim or controversy arising hereunder or relating in any way to the Terms, shall be settled by binding arbitration in Fulton County, Georgia, in accordance with the commercial arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”).  The arbitrator shall issue a written decision specifying the basis for the award made.  The party filing a claim or counterclaim in the arbitration proceeding shall pay the deposit(s) determined by JAMS with respect to such claim or counterclaim.  All other costs associated with the arbitration and imposed by JAMS shall be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration.  In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration shall be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration.  Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.  The arbitrator shall apply the substantive law of the State of Georgia, without giving effect to its conflict of laws rules.

You agree that the following will not be subject to arbitration: (a) any dispute over the validity of any party’s intellectual property rights, and (b) any dispute related to or arising from allegations associated with unauthorized use of the Services.

19. Export Control. You agree to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders (“Export Controls”). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls (“Restricted Person”). You will not, directly or indirectly, export, re-export, divert, or transfer the Site or Service or any related software, any portion thereof or any materials, items or technology relating to Agency Spotter’s business or related technical data or any direct product thereof to any Restricted Person, or otherwise to any end user and without obtaining the required authorizations from the appropriate governmental entities.

20. Term and Termination

(a) These Terms will continue until terminated in accordance with this Section.

(b) You may cancel your legal agreement with Agency Spotter at any time by (i) notifying Agency Spotter in writing, (ii) ceasing to use the Services, and (iii) closing your accounts for all of the Services which you use, if we have made this option available to you.  Your cancellation of the Services will not alter your obligation to pay all charges incurred prior to your effective date of termination.

Agency Spotter may terminate its legal agreement with you if, (i) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms), or (ii) Agency Spotter is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful), or (iii) Agency Spotter is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service, or (iv) the provision of the Services to you by Agency Spotter is, in Agency Spotters’ opinion, no longer commercially viable.

(c) The terms provided in Sections 2, 3, 6, 11, 12, 13, 14, 17, 19, 20, 21 and 22 of these Terms shall survive any termination of these Terms.

21. Independent Contractors. The parties are and intend to be independent contractors with respect to the Services contemplated hereunder. You agree that neither you nor any of your employees or contractors shall be considered as having an employee status with Agency Spotter. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.

22. Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms. Any purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these Terms, fully or partially, without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Agency Spotter Inc. for any third party that assumes our rights and obligations under these Terms.

23. Other Terms. If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. You acknowledge and agree that except as specified herein, no representations, warranties or promises of any kind have been made to You by Agency Spotter regarding the use of the Website or the Agency Spotter Content. Agency Spotter shall not be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond its reasonable control, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers. By completing the registration process, and/or using the Site or Services, you represent that you are 18 years old or older, are authorized to bind any legal entity that you represent, and agree to all of the terms in this Agreement. You may print and keep a copy of this Agreement. Agency Spotter reserves the right, in its sole discretion, to modify or change these Terms at any time by posting the changes to the Site. All such changes and modifications will be identified at the top of the Terms of Use page of the Website by its Effective Date. Your continued use of the Site or Services following the posting of such changes constitutes acceptance of those changes.