Middlespot's products and services are provided by Middlespot, LLC. These Business Terms of Service ("Business Terms") govern your access to and use of Middlespot's website, products, and services ("Products") for commercial purposes. Please read these Terms carefully, and contact us if you have any questions. By creating a Commercial Account, or by accessing or using our Products, you agree to be bound by these Terms and by our Privacy Policy.

 

 

 

 

 

 

 

ii. To third parties. Middlespot respects the rights of third party creators and content owners, and expects you to do the same. You therefore agree that any User Content that you post to Middlespot does not and will not violate any law or infringe the rights of any third party.

 

 

 

 

ii. Some Site Features allow you or your users to post or otherwise make available content in our Products. By using these Site Features you give Middlespot and its users permission to such content as set forth in Section 2(b). Nothing in this Section shall restrict other legal rights Middlespot may have to the content.

 

Middlespot has adopted and implemented the Middlespot Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright Policy.

 

We care about the security of our users. While we work to protect the security of your content and account, Middlespot cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account. For accounts created on behalf of a company, organization, or other entity, you are responsible for ensuring that only authorized individuals have access to the account.

 

Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Middlespot. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Middlespot, you do so at your own risk and you agree that Middlespot will have no liability arising from your use of or access to any third-party website, service, or content.

 

Middlespot may terminate or suspend this license at any time, with our without cause or notice to you. Upon termination, you continue to be bound by Sections 2, 3(b), and 7-13 of these Terms.

 

You agree to indemnify and hold harmless Middlespot and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.

 

The Products and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

 

MIDDLESPOT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

 

Middlespot takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIDDLESPOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL MIDDLESPOT'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE PRODUCTS EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNTS PAID BY YOU TO MIDDLESPOT FOR THE PAST THREE MONTHS FOR THE PRODUCTS.

 

For any dispute you have with Middlespot, you agree to first contact us and attempt to resolve the dispute with us informally. If Middlespot has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and Middlespot agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that Middlespot will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MIDDLESPOT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in San Francisco County, California or the United States District Court for the Northern District of California, for any actions not subject to Section 11 (Arbitration).

 

Our Products are controlled and operated from the United States, and we make no representations that they are appropriate or available for use in other locations.

 

Notification Procedures and changes to these Terms. Middlespot reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products.

 

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Middlespot without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

 

Entire Agreement/Severability. These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Middlespot in connection with the Products, shall constitute the entire agreement between you and Middlespot concerning the Products and supersede any prior terms you have with Middlespot regarding the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

 

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Middlespot's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

 

U.S. Government Agencies: If you are a United States federal government agency, your use of Middlespot is subject to our Business Terms of Service.