Terms and Conditions

Terms of Service

Last Updated May 12, 2016

Blade (“Company”) offers the “Spot Slayer” mobile application (the “App”) for the purpose of uploading and sharing sports videos to an interactive social platform that allows for user feedback. These Terms of Service (“Terms”) govern your access and use of the App and all services available through the App (collectively, the "Services"). “You” or “Your” means an adult user of the Services, or as the parent or guardian of any minor whom you allow access to the Services, and for whom you will be held strictly responsible.

By downloading the App and registering as a user on the App, you may be eligible to use any of the Services.

Any information that you supply to Company will be governed by these Terms and the App Privacy Policy, as they may be updated from time to time by Company. Should you choose to enter any contest through the App, such entry will be governed by Company’s Official Rules for such contest. Company may from time to time, in its sole discretion offer compensation to certain users for certain Submissions of Content (as defined herein). You agree to abide by the rules and policies established from time to time by Company.

Company does not accept registration from users who are under 13 years of age, in compliance with the Children’s Online Privacy Protection Act. By downloading, registering for, and using the Services, you attest that you are at least 13 years old.

Please read these Terms carefully. These Terms govern your access to and use of the Services. You must accept these Terms prior to using the App. By using and/or visiting the App, you signify your assent to these Terms. Changes may be made to these Terms from time to time. Your continued use of the App will be deemed acceptance to any amended or updated terms. If you do not agree to any of these Terms, please do not use the App. Company reserves the right to change, update or cease to offer the App or any part thereof at any time.

Game Rules

The App features a game whereby App users are invited to upload Submissions (as defined herein) showing the user performing a skating trick at a spot of the user’s choosing. Both Company representatives and other App users then rate the Submission, with other App users voting through the ability to “like” a Submission. Each Submission is given an overall score that is based 50% on App user voting and 50% on Company representative scoring. Company reserves the right to disqualify any Submission in accordance with these Terms. The user who submits the Submission must be the individual shown performing the trick in the Submission. Company may from time to time at its sole discretion, but is in no way required to, offer monetary or other incentives to Submissions of its choosing, and Company may from time to time at its sole discretion change any or all rules set forth in this paragraph without notice.

Account Registration

When you complete the registration process, you create an account and become a registered user of the App. Your account allows you to participate in the Services, subject to the Terms and the Company Privacy Policy. Company reserves the right to refuse to allow a user to register or use the Services for any reason, at Company’s sole discretion.

To register, you must select a username and password. You may not select a username that is used by someone else, and your username cannot be indecent, or otherwise offensive, or be used in any way that violates the Terms. You may not provide false information during the registration process.

Maintaining account security is very important. You should not reveal your password to anyone. Your account is at risk if you let someone use it inappropriately and your account is subject to termination if you or anyone using your account violates the Terms.

You agree to immediately notify Company of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and all activity on your account, even if such activities were not committed by you. Company will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Company harmless for any improper or illegal use of your account. This includes illegal or improper use by someone to whom you have given permission to use your account. We do not police for, and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.

Termination of Account

You agree that Company may for any reason, in its sole discretion and without notice, terminate your account, and remove from the Services any Content (as defined below) associated with your account. Grounds for such termination may include, but are not limited to (i) extended periods of inactivity, (ii) violation of these Terms, (iii) fraudulent, harassing or abusive behavior, (iv) behavior that is harmful to other users, third parties, or the business interests of Company or (v) infringement of third party intellectual property rights.

If Company believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, Company may take any corrective action deemed appropriate. Company will fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behavior in the use of the Services.

You may terminate your account at any time by deleting the app. Any suspension, termination, or cancellation shall not affect your obligations to Company under these Terms (including but not limited to ownership, intellectual property, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

Intellectual Property & Content

Company owns the Services, including all worldwide intellectual property rights in the Services, and the trademarks, service marks, and logos contained therein.

Company hereby grants you a limited, revocable, personal, worldwide, royalty-free, non-exclusive, nonsublicensable and non- assignable license to use the Services solely for your personal use. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit or otherwise use the Services.

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services or any Content, except as Company may expressly permit. Should you provide Company with comments or suggestions for the modification, correction, improvement or enhancement of the Services then, subject to the terms and conditions of these Terms, you hereby grant Company a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Company chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Company’s and its sublicensees’ products and content embodying such comments or suggestions in any manner and via any media Company chooses, but without reference to the source of such comments or suggestions.

Your videos and videos of other App users may be made available through the Services, including edited and summarized videos. In addition, the App may contain blogs and forums to which Company may allow you, in its sole discretion, to post Content. “Content” as used in these Terms means, collectively, all content on or made available on the Services by you, another user of the Services, or Company (whether to the general public or to individual persons) including but not limited to any such videos, music clips or any conversations or pictures available on the Services, including any statements or other material made available on any blog or forum available through the Services. Company reserves the right to remove and permanently delete any Content, including any videos of any user, without notice, including without limitation any Content that is in the sole discretion of Company dangerous, obscene, abusive, indecent, illegal or may otherwise subject Company to liability, public disparagement or scorn. As such, you should take care to preserve the originals of your video. You should have no expectation that any videos will always be available through the Services. Do not rely upon the App as a storage space for Content.

You hereby grant Company a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty- free, fully paid-up and non-exclusive license to use, copy, distribute, publicly perform, display, modify and create derivative works of any Content or part of any Content you submit and grant sublicenses of the foregoing rights. You hereby represent, warrant and covenant that in any Content you post to the App that contains videos or photographs, you personally appear in such videos or photographs, and that you have all right, title and interest in and to the Content you make available on the Services and that any Content you submit does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified herein.

You acknowledge that Company has the right to pre-screen any Content submitted by you, but no obligation to do so. At Company’s sole discretion, any Content submitted by you may be included in the Service in whole or in part in a modified form. In addition, Company shall have the right (but not the obligation) in its sole discretion to refuse or remove any Content that is available via the Services that violates these Terms or is otherwise objectionable including, but not limited to, being unlawful, dangerous, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.

In order to use certain parts of the Services, you may be asked to supply certain personal information. All personal information that you provide must be accurate, complete, and kept current. You understand, acknowledge and agree that the App contains third party advertising. Should you click on or engage with any third party advertisements during or through your use of the App, certain of your personal information may be made available to these third parties. The way in which these third parties use your personal information will be governed by the terms and privacy policies of such third parties. Company is not responsible for what third parties do with personal information that you provide or that they may otherwise have access to when you click on or engage with third party advertisements. If you do not want these third parties to gain access to your personal information, do not click on or engage with the third party advertisement. Content you use or make available through your account may be available to the public to view, forward, post, embed, email, download or modify, and you should have no expectation of privacy in the same.

Company may allow you to forward, post, embed or email any Content (or links to such Content). In addition, Company may provide you with the ability to download or modify any Content. You expressly agree that you shall observe all applicable laws, regulations and rules of other third party websites and services in forwarding, embedding or posting such Content, or links to such Content. You shall not forward, post or otherwise distribute any Content or links to Content that violates these Terms. You may not embed any Content in any third party site if such third party site contains any content that would violate these Terms. You accept full liability for all Content that you modify, forward or post, including in respect of any third party intellectual property rights or moral rights in such Content. Company cannot accept any liability in respect of your modifications of any Content. You shall fully indemnify Company for any breach of the terms set forth in this paragraph.

Submissions of Content

You are solely responsible for Submissions of Content you post or transmit to the Services. “Submissions” is defined as anything a user transmits to the Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Submissions. You represent and warrant that you are the owner of all Submissions and have all legal right and authority to grant Company the license set forth herein. You further represent and warrant that with respect to any Submission, all necessary licenses, permissions, releases and consents (including, without limitation, trademark licenses, audio rights, or privacy/publicity releases for Submissions depicting people, products, businesses, or other content) have been obtained by you. In addition, you represent and warrant that no Submission infringes the intellectual property rights or moral rights of any third party or violates any applicable law. Company reserves the right, at its sole discretion, to remove any Submissions or delete an account, without prior permission of its users, that may violate these Terms at any time. Company does not pre-screen Submissions, but reserves the right to delete Submissions that violate these Terms.

By sending any Submissions you automatically grant Company a worldwide, non-exclusive, royalty-free, sublicensable and transferable perpetual license of all worldwide rights to use, edit, modify, include, incorporate, adapt, record, perform, display and reproduce Submissions including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created, including without limitation, for the purpose of improving and/or commercially promoting Company and/or the Services. You may request that Company delete and make no further use of such material by sending an email to spotslayerapp@gmail.com.

Without limiting the foregoing, you agree that you will not use the Services in any manner or transmit any Submission that:

Posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) Material that Company determines to be offensive; (b) Material that is defamatory, harassing or threatening; (c) Pornography; (d) Any virus, worm, Trojan horse, or other harmful or disruptive component; (e) Anything that encourages conduct that would be considered dangerous, a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate; or (f) Restricts or inhibits use of the App; (g) Uses any account or password without prior permission; (g) Obtains or solicits another person’s password or other personal information under false pretenses; Impersonates another user or otherwise misrepresents yourself in any manner, whether to another user, to us, or otherwise; (h) Violates the legal rights of others, including defaming, abuse, stalking or threatening users; (i) Infringes (or results in the infringement of) Company’s or any third party’s intellectual property rights, moral rights, or other rights; (j) Is (or you reasonably believe to be illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (k) Does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause Company to be in violation of any law, ordinance, rule, regulation or treaty, or to infringe any right of any third party; (l) Publishes falsehoods or misrepresentations that may damage Company or any third party; (m) Manipulates identifiers, forges headers or other data in order to disguise the origin of content transmitted through our sites or to manipulate your presence on the Services; (n) Disrupts, interferes or harms the Services, servers or networks; or (o) Imposes an unreasonably or disproportionately large load on Company’s infrastructure.

In addition, you may not use the Services to post, store, or transmit advertising, promotional material, or solicitations of goods or services.

Company's Relationship

Company is a distributor and not a publisher of content supplied by users and other third parties. Any opinions, advice, statements, services, offers, or other information or content expressed or made available through the App are those of the respective contributors and not those of Company. Company does not endorse nor is it responsible for the accuracy or reliability of any Content. Under no circumstances will Company be liable for any loss or damage caused by your reliance on information obtained through the App.

Use Restrictions

The software and technology underlying the Services is the property of Company, and you may not connect to or use the App in any way that is not expressly permitted by these Terms. Specifically, you may not do or attempt to do any of the following: (a) Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services (including without limitation, for the purpose of obtaining unauthorized access to the App) without Company’s prior written authorization, including framing or mirroring any part of the App; (b) Circumvent, disable, or otherwise interfere with security-related features of the Services, the App, or features that prevent or restrict use or copying of any Content; (c) Use the App, Content or Services in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (d) Sell, resell or otherwise monetize any Content to any third party, except as specifically set forth in these Terms; (e) Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the App; (f) Harvest, collect or mine information about other users of the Services; (g) Create a database by systematically downloading and storing all or any of the Content on the App; (h) Remove, obscure, make illegible or alter any proprietary notices or labels or other indications of Company’s rights in the Services; (i) Use or access another user’s account or password without permission; or (j) Use the Services or Content thereon in any manner not permitted by these Terms.

Report Abuse

If you believe any App users or any Content violates these Terms, please use the “Report Abuse” function available through the App.

Infringement

Company does not endorse any Submission or any opinion, recommendation, or advice expressed therein, and Company expressly disclaims any and all liability in connection with Submissions. Company does not permit copyright infringement or infringement of intellectual property rights on the App. Company will remove all Content and Submissions if properly notified of these infringements, and may do so at its sole discretion, without prior notice to users at any time.

Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is Company’s policy to respond to copyright owners who believe material appearing on the Services infringes their rights under US copyright law. If you believe that something appearing through the Services infringes your copyright, you may submit a notification pursuant to the DMCA by providing Company’s Copyright Agent (information below) with the following information in writing (please see 17 U.S.C 512(c)(3) for further detail):

Your address, telephone number, and email address;

A description of the copyrighted work that you claim has been infringed;

A description of where the alleged infringing material is located;

A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that such a notice was wrongly filed against you, the DMCA allows you to send a counter- notice to Company’s Copyright Agent which shall include the following information:

Your name, address, telephone number, and e-mail address,

A description of the Submission that has been removed or to which access has been disabled;

A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content;

A statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement; and

Your physical or electronic signature.

Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to Company’s designated Copyright Agent at spotslayerapp@gmail.com .

Linked Content

Portions of the App (including, without limitation, advertisements) may involve linking to or using web sites belonging to third parties. Company has no control over third-party sites, and all use of third-party sites is at your own risk. Company is not responsible for content or services available by means of such sites. Company does not endorse any products or services offered by third parties.

Disclaimer

Your use of any aspect of the App is at your own risk. Company makes no representations or warranties whatsoever in respect of the Services Submissions, or Content. Neither Company nor any of its affiliates or their respective owners, officers, directors, employees, contractors or agents will be liable for any direct, incidental, consequential, indirect, punitive, exemplary, special or other damages, whether under any contract, tort (including negligence), strict liability, or other theory, and regardless of whether it has been advised of the possibility of such claim or damage, arising in connection with the Services, Submissions or Content.

Export Restrictions

You shall not, directly or indirectly, export the Services to any country to which such export is prohibited by law. You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Services or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. The App may not be downloaded or otherwise exported or re-exported (i) any country subject to U.S. Trade Sanctions covering the App, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are citizens or lawfully admitted permanent residents of the United States and not currently domiciled in countries subject to such sanctions; or (ii) to anyone on the U.S. Department of the Treasury’s list of specially designated nationals and blocked persons or the U.S. Department of Commerce’s table of denial orders.

Warranties; Disclaimer

Without Limiting the foregoing, except as express;y stated in these terms, ypu understand and agree that your use of the services is at your sole risk and that the services are provides on an "as is" and "as available" basis without warranties or conditions of any kind, either express or implied.

To the maximum extent permitted by applicable law, company expressly disclaimes all warranties and conditions including, without limitaion, warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, and those arising from course of dealing or usage of trade. Company makes no warranty as to the accuracy, completeness or reliability of any materials, information or data available through, or the performance of, the services.

Company does not represent or warrant that (a) you will be able to access or use the app at the times or locations of your choosing; (b) that operation of theapp will be uninterrupted, timely, secure or error-free; (c) your use of the app will meet your requirements; (d) defects in the operation of the app will be corrected; or (e) the app is free of viruses or other harmful components.

You acknowledge and agree that any material downloaded or otherwise obtained through the app is at your own risk and that you will be soloely responsible for any damage to your computer, mobile phone or other device or any loss of data resulting from downloading or obtaining such material.

Without limiting the foregoing, company shall have to liability for: (A) Any adverse effect to your computer or other software as a result of your use of the services, or as a result of any content available through the services; (B) Your use of (or inability to use) the app or any component thereof, including submissions, content and any transactions that involve the services; (C) any material available (or intented to be available) on or by means of the services or information or advice received by means of the services; (D) any error or omission of company, or any act or mission of any third party; (E) any error, delay, interruption, operational problem, unavailability, or failure in the app or any component thereof, or any directly or idirectly related equipment, system, programming, or network (including the internet); (F) any breach of security involving the services or your account; (G) any viruses or other code or component that may affect your computer system, mobile device or other property as a result of your use of the services; (H) any injuries to person or property suffered by you in the creation of submissions of content.

Indemnification

You agree to indemnify, defend, and hold harmless Company, its parent, affiliates, subsidiaries and the respective owners, employees, directors, officers, subcontractors and agents of each, from and against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer, device, or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Services; (c) your violation of any law, ordinance, rule, regulation or treaty; (d) your infringement of any right of any third party, including without limitation the infringement by any Submissions of any third party intellectual property right or moral right; (e) your violation of any applicable law, regulation, rule or third party intellectual property right or moral right as a result of your forwarding, posting or use of any Content; (f) any Content that you downloaded from the Services or modified; (g) any injury to person or property suffered by you in connection with providing Submissions to the App; and (h) any other matter for which you are responsible hereunder or under law. You agree that your use of the Services shall be in compliance with all applicable laws, regulations and guidelines.

Limitation of Liability

To the greatest extent allowable under applicable law, in no event shall Company be liable to you or any third party for any damages, including but not limited to general, incidental, consequential, indirect, direct, special or punitive damages, arising out of or relating to the Services, Submissions or Content.

Miscellaneous

These Terms shall be governed by the laws of the State of Nova Scotia, Canada exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Subject to the binding arbitration provision below, any action to be brought in connection with these Terms or the Services (other than an action relating to the DMCA) shall be brought exclusively in the state and federal courts located in Halifax, Scotia, and you irrevocably consent to their jurisdiction. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. Any cause of action against Company must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between you and Company or enables you to act on behalf of Company. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between Company and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. Nothing contained in these terms shall be construed to limit the actions or remedies available to Company with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and Company reserves the right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Company may assign its rights under these terms to any third party.

Binding Arbitration

You and Company agree that, except as provided below, all disputes, controversies and claims related to these Terms (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in these Terms. In the event of a conflict between the terms set forth herein and the JAMS Rules, the terms herein will control and prevail. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act. Except as otherwise provided in these Terms, (a) you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law. The arbitration will be conducted in Halifax, Nova Scotia.

Class Action Waiver

You and Company agree that any arbitration shall be limited to the Claim between Company and you individually. you and company agree that (a) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; (b) there is no rigth or authority for any dispute to be brought in a purported representative capacity or as a private attorney general; and (c) no arbitration shall be joined with any other arbitartion.

Exceptions to Arbitration

You and Company agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Company’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

Contact

If you need to contact us for any reason other than in connection with a DMCA notice as provided for herein, please contact us at spotslayerapp@gmail.com