Effective Date: December 17, 2021
These Terms are a contract between our Customer and All Turtles Corporation, a Delaware corporation, that provides Spot (which we refer to in these Terms as “All Turtles”, “us”, “we”, and “our”), and govern your use of Spot and Spot for Teams. Our “Customer” is either (i) an individual user of Spot (“Spot User”) or (ii) a business or organization (“Organization”), where a member of that Organization registers it to use Spot for Teams on behalf of that Organization. When we refer to “you” in these Terms, we are either referring to a Spot User or an Organization that uses the service, including all administrators that have been appointed by the Organization and only act in an administrative capacity for such Organization (“Administrator”). Whenever we want to address Spot Users and Organizations separately, we will indicate so.
By accessing and using Spot, you are accepting and agreeing to comply with these Terms. If you do not accept all of the provisions of these Terms, you may not access or use Spot.
The employees, job applicants, other applicants, training or apprenticeship program participants, and former employees of an Organization using Spot for Teams are “Verified Employees” if they are verified by Spot through their work email address or an obfuscated URL only available to individuals eligible to become Verified Employees. Administrators will not be able to see the email address through which individuals verify themselves.
You represent and warrant to us, on behalf of the Organization, that you have the legal authority to bind the Organization to these Terms. By using Spot for Teams, the Organization acknowledges and agrees that it shall be legally bound by these Terms. The Administrator shall ensure that all Verified Employees are notified of these Terms, including the Guidelines for Spot Users and Organizations below. If the Organization does not agree to be bound to these Terms as a legal contract, the Organization must terminate its plan. Upon termination of any Organization’s plan, any previously Verified Employees will no longer be able to use Spot for Teams.
Please note: These Terms include mandatory arbitration provisions to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.
A. Spot is not intended for minors. Minors, as defined in the country of the Spot User, are expressly prohibited from using Spot or providing any personal information. If you become aware that a minor has provided us with personal information without parental consent, please contact us at [email protected] If we become aware that we have inadvertently obtained information in violation of applicable laws, we will delete such information if we can identify it. Except for Organizations who subscribe to Spot for Teams, Spot is for an individual’s personal, non-commercial use unless you enter into a separate agreement with us for your commercial use.
B. You may only use Spot if you comply with the Guidelines for Spot Users and Organizations, as set forth below. We reserve the right to suspend or ban access or use of Spot for anyone who fails to comply with these Guidelines or otherwise violates these Terms, in our sole discretion. You may not use Spot if we have banned you.
Spot allows you to submit information about inappropriate behavior in a workplace environment, solely for your own record-keeping purposes or to report such behavior to the applicable Organization. Inappropriate behavior may occur at your place of employment, as part of an interviewing or job placement process, or during events outside your place of employment where people employed by your Organization were present. While we invite you to specify a variety of information, including personal information that identifies you and the other individual(s) involved, we do not consider this information a requirement and enable you to determine how much information to provide. Please understand that you are solely responsible for any and all content and information that you submit to Spot (“User Content”). You understand that you may expose yourself to liability if User Content or other use of Spot violates applicable law or any third-party rights.
To use Spot, a Spot User must go through an interview with Spot’s chatbot. A chatbot is a computer application that is similar to common messaging applications, but you are not chatting with a human. If you wish to proceed with Spot, Spot will ask you about your experience and follow up with questions to help you recall as many details as possible. We offer the option to email yourself a record of the interview as a PDF or to download the PDF directly with your browser.
If you wish to create a report, you will be given the opportunity to remove details that you don’t want to share and to include a summary. Should you wish to identify yourself, you must use your real name. We require you to provide a valid email address if you would like Spot to email a report to someone. Emails will be sent from our servers; your email address will not be visible to the recipient. Should you wish to verify yourself as an employee of an Organization that uses Spot for Teams, we require you to provide us with a private or work email address. We will under no circumstance reveal this email address to your Organization. Spot always acts as an intermediary between a Verified Employee and the Organization of the Verified Employee by (1) notifying the Verified Employee via email that there has been an update on a report, or (2) notifying the Administrator of the Organization via email that there has been a new report or report update. We thus grant the Verified Employee anonymity and only use their email address to notify the Verified Employee of follow-up questions from the Organization or action taken on their report. We require the Organization using Spot for Teams to follow up on your report within 10 business days.
If your Organization is not using Spot for Teams, or if you wish not to be a Verified Employee, and you submit a report as an Individual User to your company or anyone else, we’ll give you a link to a status webpage and a unique report ID that you can find on the PDF version of your report. On the status webpage, you can check if the report was received and whether a download has been initiated. Until a download has been initiated, you can send a reminder to the recipient. You are responsible for maintaining the confidentiality of all PDFs you have received or downloaded from Spot and the status webpage link, if applicable.
If you decide, as an Individual User, to send a report to someone, the data of that report is stored on our servers for 30 days after a download is initiated. If you send a report to someone who decides not to download the report, the data will be removed automatically from our servers after a period of approximately three months. To manually delete a submitted report as an Individual User, use the status webpage link saved during your chat with Spot. If the recipient of your report has not yet downloaded it and you no longer want them to have access to it, you can delete the report on the status webpage.
You agree to notify us immediately if you suspect any unauthorized use of User Content or access to data you submitted to Spot. Links to downloadable content (reports) are subject to cancellation or suspension by Spot at any time.
As between you and All Turtles, you decide whether Spot should provide your User Content to anyone else, subject only to the Operations License expressly granted by you to us in these Terms (described below). You are solely responsible for all User Content. You represent and warrant that User Content is truthful and accurate, you have the right to submit User Content to Spot, and that you have all rights that are necessary to grant us the Operations License under these Terms. You also represent and warrant that neither User Content, nor your provision of User Content through Spot, nor any use of User Content by All Turtles on or through Spot will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
In order for us to legally process User Content in the manner necessary to provide the Spot service, you must grant All Turtles certain rights with respect to User Content so that technical actions we take in operating Spot are not considered legal violations. For example, we need to be able to collect, process, transmit, store, copy, and publish User Content in order to provide the Spot service. Accordingly, you hereby grant All Turtles a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display in the manner described in these Terms and on our websites, and distribute User Content solely in connection with operating and providing the Spot service, only for the purpose of providing Spot, and for no other purpose (the “Operations License”). You agree that the Operations License granted to us may be extended by us to our Service Providers to the degree necessary in order for the Spot service to be provided.
An Organization must obtain and maintain a plan for Spot for Teams in order to enable the Organization and its Verified Employees to access and use the additional features of the Spot for Teams service. A plan may be procured (i) through the Spot website or (ii) by completing and submitting to us a Service Order Form. Please contact us at [email protected] for more information. The Organization shall comply with our Commercial Terms.
The initial Administrator must ensure that the Organization’s information is accurate and complete and is updated in a timely manner. If the Organization’s information is incorrect, we may not be able to contact the Administrator responsible for the Organization, in which event we reserve the right to suspend or terminate such Organization’s plan. After registration, we provide each Administrator with a way to set up their own password and required two-factor-authentication method (such as Google Authenticator) for an Administrator account. It is each Administrator’s responsibility to establish and maintain security for such password and two-factor-authentication. While each Administrator can reset passwords and authentication mechanisms, we reserve the right to determine whether to fulfill any request to reset an Administrator’s password or authentication mechanisms depending upon whether we are satisfied, at our sole discretion, that the individual requesting the reset is authorized by the Organization. Each Administrator must notify us immediately of any unauthorized access to or use of their password or authentication mechanism. The Organization and its Administrator(s) are responsible for all activities that occur under the Organization’s plan, whether or not the Organization or Administrator knows about or authorizes them.
An Organization plan is initiated when we accept the Customer request and make Spot for Teams available to the Customer and its Verified Employees, and shall remain in effect for the period of time specified in the Organization account settings, as applicable, or until any earlier termination according to these Terms.
The Administrator shall ensure that all Administrators and Verified Employees are at least 18 years old and are authorized by the Organization to use Spot for Teams.
It is the Administrator’s obligation to ensure that all Verified Employees in their Organization comply with the Guidelines for Spot Users and Organizations outlined below. In addition, the Administrator shall ensure that all Verified Employees comply with the Organization’s policies and legal obligations, as we do not assume any responsibility for actions taken, or omissions by, Verified Employees when using the Service.
Furthermore, the Organization is required to comply with the following commitments:
We pledge to Spot Users that we only work with Organizations fully committed to the above requirements. We also advise Spot Users what they should do if they suspect an Organization violates these requirements. If we receive complaints about the misuse of Spot for Teams, we will investigate. If an Organization fails to respond to reports submitted via Spot for Teams, we will request to audit your response time of incoming Spot reports and require you to add us as a reviewer to your Spot for Teams account. If we determine, in our sole discretion, that an Organization has failed to comply with these Terms, we will terminate that Organization’s plan to Spot for Teams.
The term of a Spot for Teams plan and rights to use the service will terminate on the earlier of notice of termination by All Turtles to you, or you to All Turtles, at any time. If All Turtles terminates your right to use Spot for Teams prior to the scheduled end of the then-current plan term without cause (i.e., you, including your Administrator and Verified Employees, are not in violation of these Terms), All Turtles shall refund the applicable pro rata portion of any fees paid by you for the portion of the plan term after the date of termination. In all other circumstances, including termination by All Turtles on account of any violation of these Terms, the termination of the right to use the Service shall not require any refund of plan fees paid to All Turtles.
If we believe that there is a violation of these Terms that may be remedied by the Organization’s prompt response to highlighted issues (such as delayed response to reports or suspected monitoring of Verified Employees), we may ask the Organization to resolve the problem. However, we reserve the right to take what we determine to be appropriate action where the Organization does not promptly remedy the problem, or if we believe there is a risk of harm to Verified Employees, us, Spot, or any third party, or we believe we have a legal obligation to act.
Organizations and their Administrators are solely responsible for all of their Organization Data. You represent and warrant that you have all rights that are necessary to grant us the Operations License under these Terms. You also represent and warrant that neither your Organization Data, nor your use and provision of your Organization Data through Spot, nor any use of your Organization Data by All Turtles on or through Spot will infringe, misappropriate, or violate the rights of publicity or privacy, or result in the violation of any applicable law or regulation.
If you elect to pay for Spot, the following terms shall provide the contract between All Turtles Corporation, the provider of Spot, and you. You also agree that your purchase constitutes your electronic signature, which has the same legal effect as a physical signature.
The Spot for Teams service must be paid for in advance, and you must pay the amount we specify for Spot for Teams on our website and/or in a separate Service Order we accept. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice the Customer, full payment must be received within thirty (30) days from the invoice date.
Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchase, except for those taxes based on All Turtles’s net income.
When you elect to purchase Spot for Teams, you agree that: (i) you will fulfill your obligation to pay for such service by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network, if and to the extent we collect it ourselves (where your payments are not made directly to a third-party payment processor); and (v) we have the irrevocable permission to share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information.
Please note that your obligation for payment to, and relationship with, such a third-party payment processor is a contractual matter between you and such third party; All Turtles is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at [email protected] as promptly as you can.
If you elect to purchase a plan for Spot for Teams that renews automatically, you agree that we may charge any previously provided credit card or other means of payment without your renewed permission at each applicable billing time, as applicable for the particular service. You may elect to cancel a plan at any time, but such cancellation will be effective as of the end of the then-current billing period, except as otherwise specifically described in connection with any particular plan.
You are responsible for ensuring that your payment information (address, debit, or credit card number and expiration date), is accurate and up to date. You may change this information at any time by logging into your account through the Spot website, accessing your account page, and making the changes, or by contacting [email protected] If you have any difficulty making any change to the payment method, you must notify us by contacting [email protected] and demonstrating to our satisfaction your authority to change the payment method used for your plan.
If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for any recurring plan (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your plan constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.
If you elect to use a “beta” or other pre-release version of any Spot service, you must agree to two fundamental requirements because of the non-public availability of such service: (1) You agree that the features and functionality of the service are confidential and you shall not disclose any information relating to such service unless we give you specific written permission to do so and (2) you acknowledge such a release is a prototype, still undergoing active development and may be prone to inconsistent and/or incorrect performance; accordingly, you agree to accept all risks associated with using such service.
In addition to the published fees for Spot for Teams, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.
Since All Turtles’s services may be used via a variety of platforms, including mobile computing devices, we assume you understand that you will need a computer or mobile device, and potentially current releases of software, to enable you to use All Turtles services. Naturally, the cost of your device(s) and communications services are your responsibility, and All Turtles provides no assurance as to All Turtles’s compatibility or availability on your device(s) or services. If you are having problems using a All Turtles service, please contact [email protected]
If any payment made by you for use of Spot for Teams is dishonored by your bank, or is otherwise not actually received by All Turtles due to no fault of All Turtles’s (including any chargeback, reversal, or other post-payment action to obtain a return of funds by All Turtles), we may, without limiting our other rights and remedies, suspend your ability to use Spot for Teams and/or downgrade your rights to use Spot for Teams to any corresponding free service until your payment obligation is paid in full. All Turtles will endeavor to provide you advance notice of any such downgrade in order to allow you to complete your payment, but All Turtles is under no obligation to provide such notice.
If you purchase any service that requires a one-time payment, you are purchasing the right to use that service for so long as it is offered by All Turtles. However, you are advised that All Turtles may elect to modify such service from time to time, including modifications to the service’s functionality and substance. In addition, your purchase of Spot for Teams does not entitle you to use any other Spot service requiring a payment, including future enhanced or similar versions of your purchased service that may replace the service you have paid to use. All Turtles may make these modifications and cease offering services from time to time, at its discretion.
If you feel that your opportunity to use a service was unreasonably short or diminished due to any cessation or modification of such service, you may contact All Turtles to request a credit towards another All Turtles service offering. All Turtles is under no obligation to provide such a credit, and the amount of any such credit, or any other refund of all or a portion of the amount of your payment, shall be determined by All Turtles, at its discretion. If All Turtles does provide you with a credit, such credit will have no monetary or exchange value, and will not be transferable or refundable, and if provided with an expiration date by which it must be applied towards another All Turtles service will expire and have no value after such date.
For example, All Turtles uses Stripe as its agent for providing payment services and may suggest third-party sites for related content. When you purchase any All Turtles service, you are granting All Turtles the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to Stripe (and/or one of its financial service providers) on your behalf, and to grant Stripe (and/or one of its financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize All Turtles to (i) obtain and verify your identity as necessary to complete financial transactions, and (ii) determine your eligibility and authority to complete such purchase.
You represent and warrant that you will use Spot solely for lawful purposes in a manner consistent with these Terms, and you agree that you will not:
Subject to the User’s rights in User Content and an Organization’s rights in Organization Data specified above, All Turtles and its licensors exclusively own all right, title, and interest in and to Spot, including all images, text, and other content provided or made available to you by All Turtles within, or in conjunction with, Spot, and all associated intellectual property rights therein. You acknowledge that Spot is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying Spot. All Turtles hereby grants to you a nontransferable, nonexclusive license right to access and use Spot, in accordance with these Terms. Except for this license, All Turtles retains all rights, title, and interests in Spot.
All Turtles will endeavor to make Spot available 24 hours a day, 7 days a week, excluding such periods when Spot may be unavailable due to necessary maintenance, updates or other factors, and unanticipated downtime. We anticipate that service unavailability will be infrequent and of very limited duration. Should we know that there will be any extended unavailability, we will use reasonable efforts to provide advance notice to you. However, All Turtles does not offer any guarantee or warranty that Spot will be available at all times or that it will continue to be offered indefinitely.
We retain the right, at our sole discretion, to modify Spot at any time, with or without notice, including modifications that may affect the previous mode of operation of Spot. We expect that any such modifications will enhance Spot, but it is possible that you may not agree with us. For example, we may create a new tier of Spot or an additional feature that would only be available to a new type of plan. We also reserve the right to change the information we require from you to use certain Spot features.
While we expect to provide updates and other modifications to Spot from time to time, as well as guidance on how to use Spot as it gets updated, we shall not have any obligation to provide specific support to you with respect to the use or modification of Spot.
We may share information about future enhancements or other changes to Spot, but you should not rely upon those enhancements or changes when deciding to subscribe. Your decision to subscribe should be based upon the functionality available when you are making that decision and not on the potential future functionality.
Spot may contain links to third-party websites intended for those interested in certain services or information. Your use of all such links to third-party websites is at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, third-party website content or services, or the parties operating them. We cannot ensure that such links will continue to operate properly or direct you to the intended location. To the extent such links are provided by us, they are provided only as a convenience, and a link to a third-party website does not imply our endorsement, adoption, or sponsorship of, or affiliation with, such third-party website, or their endorsement or affiliation with Spot or All Turtles. When you leave Spot, our terms and policies do not govern your use of third-party websites, so please review their terms carefully.
All Turtles does not provide any legal advice through our offering of the Spot service or otherwise. We provide Spot as a service to enable you to promptly record and preserve experiences that may or may not constitute discrimination, harassment, or other illegal or improper activity in the jurisdiction within which you work. If you feel that you have been treated unfairly at work, we encourage you to use Spot to record your experience so you have evidence should you wish to pursue a legal or other remedy. We will endeavor to provide guidance in our handbook as to what constitutes unlawful discrimination and harassment in certain jurisdictions, but you should consult with your relevant human resources personnel and personal legal advisor if you wish to obtain legal guidance or direction on what actions you must take in order to preserve and enforce your rights.
While All Turtles has no obligation to do so, All Turtles reserves the right to review and delete User Content (or portion thereof) that has been submitted to us or is stored on our servers that we believe, at our sole discretion, violates these Terms (including our Guidelines for Spot Users and Organizations), or that we deem, in our sole discretion, inappropriate. If you see any content or materials submitted through Spot that you believe violates these Terms, you may report such content or materials by sending us an email, either by clicking on the email link at the bottom of report links or by sending us an email to [email protected] Once notified, we will review the identified content or materials and consider possible ways to prevent such incidents in the future. Our interpretation of our policies and the decision whether or not to take action and block certain usage of Spot is in our sole discretion. You understand and agree that if we choose not to respond to your request, that decision will not constitute a violation of these Terms or any agreement we have with you.
All Turtles respects the intellectual property of others and asks that Spot Users and Organizations do the same. If you believe that a Spot User is, through the use of Spot, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed from Spot, you must send us a written notice to [email protected] containing the following information:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Spot does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.
While we have no obligation to do so, we reserve the right to investigate and take appropriate action at our sole discretion against you if you violate these Terms, including without limitation: removing User Content (or portions thereof) from Spot; suspending your rights to use Spot, including blocking IP addresses from which you may have filed a report; reporting you to law enforcement, regulatory authorities, or administrative bodies; and taking legal action against you.
While we have no obligation to do so, we reserve the right, to the fullest extent permitted by applicable law, to take appropriate action to protect the anonymity of Spot Users or Organizations against the enforcement of subpoenas or other information requests that seek a Spot User’s or Organization’s electronic address or identifying information.
We welcome feedback, comments, and suggestions for improvements to Spot (“Feedback”). You can submit Feedback by emailing us at [email protected] You acknowledge and agree: (i) Feedback does not contain confidential or proprietary information; (ii) All Turtles is not under any obligation of confidentiality, express or implied, with respect to any Feedback; (iii) All Turtles shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way; (iv) All Turtles may already have under consideration or in development ideas similar to or the same as such Feedback; (v) your Feedback automatically becomes All Turtles’s property without any obligation to you; and (vi) you are not entitled to any accounting, compensation, or reimbursement of any kind from All Turtles under any circumstances. To be clear, All Turtles shall be entitled to utilize all Feedback in any way without restriction or obligation to you. Without limiting these rights, you hereby grant All Turtles a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
You acknowledge that a variety of actions we take or allow to occur may impair or prevent you from accessing or using Spot at certain times and/or in the same way, for limited periods or permanently. You agree that All Turtles has no responsibility or liability as a result of any such actions or results, including, without limitation, the deletion of User Content or Organization Data, or failure to make it available to you. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any part of Spot. However, if you are a subscriber for a paid version of the service (a “Paid Service”) and find that any such modifications or interruption of the Paid Service adversely affects you, you may notify our support team at [email protected], explain the adverse impact the modification has created, and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service plan for a period of time equal to the interruption, and/or refund a portion of your Paid Service plan fee equal to the remaining unused term of the Paid Service plan, as we determine appropriate or as may be required by applicable law.
Spot is designed to work with multiple Service Providers, but we may not have control over how our service integrates from time to time with such Service Providers, and we do not control the operation of those Service Providers. Accordingly, you acknowledge and agree that (i) we are not responsible for the performance of such Service Providers, including, without limitation, the performance of any email delivery service or their use or treatment of User Content or Organization Content therein; (ii) we are not responsible for any technical inability to access User Content or Organizational Content in Spot; and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such services or applications.
SPOT IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that Spot will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
During the License Period, All Turtles will maintain, at its own expense, insurance coverage from an insurance company authorized to do business in the state where All Turtles is headquartered and having a general policyholder’s rating of not less than “A” and a financial rating of not less than “VII” as listed in the most current AM Best Insurance Reports, as follows:
Commercial general liability insurance including a blanket waiver of subrogation, and covering bodily injury, death, property damage, personal injury, broad form property damage and contractual liability with limits not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate
Workers compensation insurance as required by the law(s) of the state(s) in which the Agreement is to be performed, including a waiver of subrogation in favor of the Organization, and covering employer’s liability with a limit not less than one million dollars ($1,000,000);
(d) Umbrella liability excess of commercial general liability, auto liability and employer’s liability with a limit not less than three million dollars ($3,000,000) per occurrence and in the aggregate;
(e) Professional Liability insurance covering errors and omissions on an occurrence or a claims-made basis, covering any services provided under the Agreement, with a limit not less than one million dollars ($1,000,000) per occurrence and one million ($1,000,000) general aggregate;
(g) Cyber-liability, privacy and security insurance, with limits not less than one million dollars ($1,000,000) per occurrence and one million dollars ($1,000,000) annual policy aggregate, if All Turtles will be exposed to personally identifiable information.
If Organization’s use of Spot is limited in any way by an injunction or otherwise, based upon Spot allegedly infringing a third-party’s rights (a “Third-party Limitation”), All Turtles shall at its option and expense: (i) procure for Organization the right to continue using Spot, while maintaining its functionality consistent with the then-current specifications; or (ii) modify or replace Spot, so long as such modification or replacement is made without additional charge to Organization and provides functionality consistent with the then-current specifications; or (iii) terminate Organization’s right to access and use Spot and refund any pre-paid fees allocable to the period of time after the effective date of such termination. Any mitigation by All Turtles under this Section shall not be deemed to waive or limit any other rights Organization may have including, without limitation, rights of indemnity defined in the previous paragraph.
If Organization desires to obtain indemnification under this section, it shall: (i) promptly notify All Turtles of any claim, suit, action, damage, loss or expense covered by this section (provided that failure to do so shall not affect Organization’s rights unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects All Turtles); and (ii) grant All Turtles control of the defense and settlement thereof, with counsel reasonably acceptable to Organization. Notwithstanding the foregoing, All Turtles may not settle any claim, suit or action unless it unconditionally releases the Organization Indemnified Parties of all liability. The Organization Indemnified Parties shall provide All Turtles, at the expense of All Turtles, all reasonable assistance in defending any claim, suit or action covered by this section. The Organization Indemnified Parties shall have the right, at its expense, to be represented by its own counsel in any such claim, suit, or action. Organization acknowledges and agrees that the indemnification and mitigation obligations in this section constitute All Turtles’ sole obligation and Organization’s sole remedy with respect to an IP Claim.
NEITHER ALL TURTLES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING SPOT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF ANY SUBSTITUTE SERVICE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE SPOT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ALL TURTLES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL ALL TURTLES’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE SPOT EXCEED THE LESSER OF (I) THE AMOUNT YOU HAVE PAID TO ALL TURTLES FOR USE OF SPOT DURING THE THEN-CURRENT OR MOST RECENT PLAN TERM OR (II) ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ALL TURTLES, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ALL TURTLES AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All disputes related to this Agreement will be brought exclusively in the state or federal court located in the largest metropolitan city sitting in New Castle County, Delaware. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN New Castle County, DELAWARE IN ANY ACTION TO ENFORCE, INTERPRET, OR CONSTRUE ANY PROVISION OF THIS AGREEMENT; (B) WAIVES ANY DEFENSE OF IMPROPER VENUE OR FORUM NON CONVENIENS TO ANY SUCH ACTION BROUGHT IN THOSE COURTS; AND (C) AGREES THAT, ANY ACTION TO ENFORCE, INTERPRET, OR CONSTRUE ANY PROVISION OF THIS AGREEMENT WILL BE BROUGHT ONLY IN ONE OF SUCH COURTS AND NOT IN ANY OTHER COURT. The foregoing notwithstanding, either Party may seek equitable relief in any court of competent jurisdiction.
Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between you and All Turtles where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and All Turtles agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute, and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.
If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and All Turtles agree to resolve any claims relating to these Terms or Spot—except any dispute relating to the enforcement or validity of intellectual property rights—through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this Mandatory Arbitration Provisions section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.
You can decline this agreement to arbitrate by contacting us at [email protected] within 30 days of your first use of Spot, clearly stating your election to opt out of arbitration, and providing your name, email address, and physical addresses.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.
The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, All Turtles will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, All Turtles will not pay any of your fees and, if All Turtles has paid any of your fees, you agree to reimburse All Turtles for all such fees associated with the arbitration paid by All Turtles on your behalf, which you otherwise would be obligated to pay under the AAA's rules.
We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or All Turtles may assert claims, if they qualify, in small claims court in San Francisco, California, or any United States county where you live or work. In addition, either the Customer or All Turtles may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of Spot or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.
You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this Mandatory Arbitration Provisions section will be deemed void.
Under California Civil Code Section 1789.3, users of Spot from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact us at [email protected]
These Terms remain in effect while you use Spot. We may suspend or terminate any services that are part of Spot, for any or no reason, without notice to you. We will have no liability whatsoever to you for any termination or related deletion of your information. All provisions of these Terms shall survive termination or expiration of these Terms except those provisions granting access to or use of Spot. For the avoidance of doubt, you agree that these Terms apply to your use of Spot and User Content posted on Spot at any time prior to the termination or expiration of these Terms.
Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
You agree to waive your right to file a pre-suit discovery proceeding seeking a Spot User's identifying information from Spot. If you intend to propound discovery seeking a Spot User's identifying information, you agree to do so pursuant to a valid California subpoena, properly issued in connection with an active lawsuit and properly served on our registered agent at [email protected] You further agree that all such subpoenas and discovery proceedings arising from such subpoenas shall be issued from, brought, and resolved exclusively in the state courts located within the federal courts in the Northern District of California, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for such discovery proceedings.
Spot may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from All Turtles, or any products utilizing such data, in violation of the United States export laws or regulations.
The communications between you and All Turtles use electronic means, whether you use Spot or send us emails, or whether All Turtles posts notices on Spot or communicates with you via email. For contractual purposes, you (a) consent to receive communications from All Turtles in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that All Turtles provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hard copy in writing. The foregoing does not affect your non-waivable rights.
Except as specifically stated in any other agreement we have with you, these Terms constitute the entire agreement between you and us regarding the use of Spot, and these Terms supersede all prior proposals, negotiations, agreements, and understandings concerning the subject matter of these Terms. You represent and warrant that no person has made any promise, representation, or warranty, whether express or implied, not contained herein to induce you to enter into this agreement. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. To the extent allowed by law, the English version of these Terms are binding. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Spot's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect; as used in the Terms, the word “including” means “including but not limited to.”
Please contact us with any questions regarding these Terms:
The Stripe name and logos are trademarks or service marks of Stripe, Inc. or its affiliates in the U.S. and other countries. All Turtles does not endorse Stripe, and Stripe does not endorse or provide any recommendation of any All Turtles service, and no assumption of any endorsement should be taken from All Turtles’s use of the Stripe services.